UNITED STATES 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, 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 0-24744

                               Life Bancorp, Inc.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

           Virginia                                       54-1711207
--------------------------------                 ------------------------------ 
(State or other jurisdiction of                (I.R.S. Employer Identification
 incorporation or organization)                 Number)

     109 East Main Street
      Norfolk, Virginia                                       23510
---------------------------------                ------------------------------ 
Address of principal executive office)                      (Zip Code)
                                  
 
                                 (757) 858-1000
       ------------------------------------------------------------------
               (Registrant's telephone number, including area code)
  
     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:

 Common Stock (par value $.01 per share)                9,846,840
----------------------------------------          --------------------
          (Title of Class)                        (Number of Shares Outstanding 
                                                   as of May 8, 1997)


<PAGE>
<TABLE>
<CAPTION>

                                              LIFE BANCORP, INC.
                                          FORM 10-Q QUARTERLY REPORT
                                              TABLE OF CONTENTS                                                 Page
<S>                                                                                                               <C>   

PART I - FINANCIAL INFORMATION..................................................................................  1

Item 1. Financial Statements....................................................................................  1
     Unaudited Consolidated Balance Sheets......................................................................  1
     Unaudited Consolidated Statements of Operations............................................................  2
     Unaudited Consolidated Statement of Changes in Stockholders' Equity........................................  3
     Unaudited Consolidated Statements of Cash Flows............................................................  4
     Notes to Unaudited Consolidated Financial Statements.......................................................  5

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations...................  6
     General....................................................................................................  6
     Financial Condition........................................................................................  6
        Assets..................................................................................................  6
        Liabilities and Stockholders' Equity....................................................................  6
        Asset Quality...........................................................................................  7
           General..............................................................................................  7
           Impaired Loans.......................................................................................  7
           Troubled Debt Restructurings.........................................................................  8
           Non-Performing Assets................................................................................  9
           Potential Problem Loans..............................................................................  9
           Allowance for Loan Losses............................................................................ 10
     Results of Operations...................................................................................... 12
        Comparison of Results of Operations for the Three Months Ended March 31, 1997 and 1996.................. 12
           General.............................................................................................. 12
           Net Interest Income.................................................................................. 12
           Provision for Loan Losses............................................................................ 12
           Yields Earned and Rates Paid......................................................................... 13
           Noninterest Income................................................................................... 13
           Noninterest Expense.................................................................................. 13
           Income Tax Provision................................................................................. 14
     Impact of New Accounting Standards......................................................................... 14
     Liquidity and Capital Resources............................................................................ 14

PART II - OTHER INFORMATION..................................................................................... 15

Item 1. Legal Proceedings....................................................................................... 15

Item 2. Changes in Securities................................................................................... 15

Item 3. Defaults Upon Senior Securities......................................................................... 15

Item 4. Submission of Matters to a Vote of Security Holders..................................................... 15

Item 5. Other Information....................................................................................... 15

Item 6. Exhibits and Reports on Form 8-K........................................................................ 15

SIGNATURES...................................................................................................... 16
</TABLE>

                                                       i

<PAGE>

                                          PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
<TABLE>
<CAPTION>

                                                LIFE BANCORP, INC.
                                       Unaudited Consolidated Balance Sheets
                                         (In thousands, except stock data)
                                                                       
                                                                         March 31, 1997    December 31, 1996
                                                                       ------------------ -------------------
                               Assets
<S>                                                                      <C>                  <C>
Cash and cash equivalents............................................    $   11,129           $   11,283
Investment securities, available-for-sale............................        29,957               30,742
Mortgage-backed securities:
  Held-to-maturity (Market value of $132,120 and
    $141,269, respectively)..........................................       133,034              140,974
  Available-for-sale.................................................       544,211              565,086
Loans receivable, net................................................       638,872              622,405
Accrued interest and dividends receivable............................        10,524               10,824
Real estate owned, net...............................................           666                1,202
Federal Home Loan Bank stock, at cost................................        15,044               13,086
Premises and equipment, net..........................................        17,463               17,468
Excess of cost over net assets acquired..............................         4,652                4,792
Other assets.........................................................         2,309                1,900
                                                                         ----------           ----------
        Total assets.................................................    $1,407,861           $1,419,762
                                                                         ==========           ==========


                Liabilities and Stockholders' Equity

Liabilities:
  Deposits...........................................................    $  738,709           $  732,322
  Notes payable and other borrowings:
    Advances from Federal Home Loan Bank of Atlanta..................       300,553              261,711
    Securities sold under agreements to repurchase...................       199,000              259,000
    Secured note due to Thrift Financing Corporation.................         4,652                5,227
  Advances from borrowers for taxes and insurance....................         2,982                1,795
  Other liabilities..................................................        10,166                8,769
                                                                         ----------           ----------
        Total liabilities............................................     1,256,062            1,268,824
                                                                         ----------           ----------

Stockholders' Equity:
  Preferred stock of $0.01 par value, authorized 5,000,000
    shares, none issued or outstanding...............................            --                   --
  Common stock of $0.01 par value, authorized 30,000,000
    shares, issued and outstanding 9,846,840 shares..................            98                   98
  Additional paid-in capital.........................................        92,324               92,122
  Retained earnings, substantially restricted........................        66,307               63,871
  Unearned common stock held by ESOP and RRP trusts..................        (7,048)              (7,121)
  Unrealized gain on securities (net of taxes).......................           118                1,968
                                                                         ----------           ----------
        Total stockholders' equity...................................       151,799              150,938
                                                                         ----------           ----------

        Total liabilities and stockholders' equity...................    $1,407,861           $1,419,762
                                                                         ==========           ==========

<FN>
                            See Notes to Unaudited Consolidated Financial Statements

</FN>
</TABLE>
                                                       1

<PAGE>
<TABLE>
<CAPTION>

                                          LIFE BANCORP, INC.
                           Unaudited Consolidated Statements of Operations
                                  (In thousands, except stock data)
                                                                            Three Months Ended
                                                                                 March 31,
                                                                           -------------------
                                                                             1997        1996
                                                                           -------     -------          
<S>                                                                        <C>         <C>
                                                                           
Interest income:
  Interest on loans..................................................      $13,273     $11,229
  Interest on investment securities..................................          672         723
  Interest on mortgage-backed securities.............................       11,512       9,734
                                                                           -------     -------
        Total interest income........................................       25,457      21,686
                                                                           -------     -------

Interest expense:
  Interest on deposits...............................................        9,212       8,232
  Interest on notes payable and other borrowings.....................        7,214       5,217
                                                                           -------     -------
        Total interest expense.......................................       16,426      13,449
                                                                           -------     -------
        Net interest income..........................................        9,031       8,237
Provision for loan losses............................................          270          34
                                                                           -------     -------
        Net interest income after provision for loan losses..........        8,761       8,203
                                                                           -------     -------

Noninterest income:
  Deposit account fees and related income............................          139         141
  Servicing fees.....................................................          133         151
  Net gain on sales of mortgage loans held for sale..................           17           6
  Net gain (loss) on sales of real estate owned......................         (33)           7
  Net gain on sales of assets........................................           34           3
  Net gain on sale of mortgage backed securities.....................          986          --
  Other..............................................................          503         391
                                                                           -------     -------
        Total noninterest income.....................................        1,779         699

Noninterest expense:
  Compensation and employee benefits.................................        2,869       2,724
  Occupancy and office operations....................................          835         737
  FDIC Premium.......................................................           27         377
  Advertising and promotion..........................................          187         139
  Provision for losses on real estate owned..........................           46          --
  Amortization of excess of cost over net assets
    of companies acquired............................................          150         107
  Other..............................................................          475         421
                                                                           -------     -------
        Total noninterest expense....................................        4,589       4,505
                                                                           -------     -------

Income before income taxes...........................................        5,951       4,397
Income tax provision.................................................        2,495       1,810
                                                                           -------     -------
Net income...........................................................      $ 3,456     $ 2,587
                                                                           =======     =======
Net income per common and common equivalent share:
        Primary......................................................        $0.36       $0.25
                                                                           =======     =======
        Fully diluted................................................        $0.36       $0.25
                                                                           =======     =======
Dividends paid per common share......................................        $0.11       $0.11
                                                                           =======     =======
<FN>


                       See Notes to Unaudited Consolidated Financial Statements
</FN>
</TABLE>

                                                2

<PAGE>
<TABLE>
<CAPTION>

                                                LIFE BANCORP, INC.
                        Unaudited Consolidated Statement of Changes in Stockholders' Equity
                                                  (In thousands)


                                                                                Unearned
                                                                                Common     Unrealized
                                                                                 Stock     Gain (loss)
                                                                                 Held     on Securities
                                                        Additional              by ESOP     Available
                                              Common     Paid-in    Retained    and RRP      for Sale      Total
                                              Stock      Capital    Earnings     Trusts    (Net of Tax)   Equity
                                           ----------  ----------- ---------- ---------- -------------- ----------

<S>                                           <C>        <C>        <C>        <C>           <C>         <C>
                                                                                                    
Balance at December 31, 1996............      $ 98       $92,122    $63,871    $(7,121)      $ 1,968     $150,938
                                                                                                    
Net income..............................        --           --       3,456        --            --         3,456
                                                                                                    
Cash dividends paid.....................        --           --      (1,020)       --            --        (1,020)
                                                                                                    
Common Stock released by                                                                            
  ESOP trust............................        --           319        --         329           --           648
                                                                                                    
Common Stock purchased for                                                                          
  RRP trust.............................        --          (117)       --        (256)          --          (373)
                                                                                                    
Unrealized gain (loss) on                                                                           
  securities, net of tax................        --           --         --         --         (1,850)      (1,850)
                                               ----      -------    -------    --------      -------     --------
                                                                                                    
Balance at March 31, 1997...............      $ 98       $92,324    $66,307    $(7,048)      $   118     $151,799
                                              =====      =======    =======    =======       =======     ========
                                                                                             
<FN>

                                 See Notes to Unaudited Consolidated Financial Statements

</FN>
</TABLE>

                                                       3

<PAGE>
<TABLE>
<CAPTION>

                                                     LIFE BANCORP, INC.
                                       Unaudited Consolidated Statements of Cash Flows
                                                      (In thousands)
                                                   For the Three Months
                                                                                                           Ended March 31,
                                                                                                      -------------------------
                                                                                                         1997          1996

                                                                                                      ----------     ----------
<S>                                                                                                   <C>            <C>

Cash flows from operating activities:
        Net Income................................................................................    $  3,456       $  2,587
        Adjustments to reconcile net income to net cash provided by
          (used in) operating activities:
               Provision for losses on loans and real estate owned................................         316             34
               Depreciation and amortization......................................................         185            142
               Net amortization of premiums and discounts on investments..........................          (5)           (14)
               Amortization of excess of cost over net assets of companies acquired...............         150            107
               Net (loss) on sales of real estate owned...........................................          33             (7)
               Net gain on sales of mortgage loans................................................         (16)            (6)
               Net gain on sales of premises and equipment........................................         (34)            (3)
               Net gain on sale of investments....................................................      (1,081)           --
        Loans originated for resale...............................................................      (1,452)          (335)
        Proceeds from loans sold to others........................................................       1,469            340
        Non-Cash ESOP Expenses....................................................................         682            272
        Changes in assets and liabilities:
          (Increase) decrease in assets:
               Accrued interest receivable........................................................         225           (502)
               Deferred loan fees.................................................................         156           (898)
               Deferred income taxes..............................................................          --          1,405
               Other assets.......................................................................         (14)          (579)
          Increase (decrease) in liabilities:
               Accrued expenses and other liabilities.............................................       1,397          2,394
                                                                                                      --------       --------
                       Net cash provided by (used in) operating activities........................       5,467          4,937
                                                                                                      --------       --------
Cash flows from investing activities:
        Proceeds from sales and maturities of investments and mortgage-backed securities..........      64,998          5,000
        Purchase of investment securities.........................................................          --        (19,425)
        Principal collected on loans..............................................................      27,877         17,143
        Loans originated for investment...........................................................     (42,736)       (24,698)
        Proceeds from sale of premises and equipment..............................................         179              3
        Purchases of premises and equipment.......................................................        (192)            34
        Purchase of Seaboard Bancorp..............................................................          --         (8,235)
        Purchases of mortgage-backed securities...................................................     (76,866)       (35,282)
        Principal collected on mortgage-backed securities.........................................      38,057         30,008
        Proceeds from sale of real estate owned...................................................         552             69
        Redemption of FHLB stock..................................................................          --            351
        Principal collected on ESOP loan..........................................................         314            314
        Purchase of FHLB stock....................................................................      (1,958)           --
                                                                                                      -------        --------
                       Net cash provided by (used in) investing activities........................      10,225        (34,718)
                                                                                                      --------       --------
Cash flows from financing activities:
        Net increase in checking deposits, savings deposits, and
           certificates of deposit................................................................       6,387          7,013
        Advances from borrowers for taxes and insurance...........................................       1,187          1,307
        Dividends Paid on Common Stock............................................................      (1,083)        (1,201)
        Repurchase of Common Stock................................................................          --         (7,244)
        Stock purchase for RRP Program............................................................        (604)          (939)
        Proceeds from notes payable and other borrowings..........................................     353,869        176,348
        Repayment of notes payable and other borrowings...........................................    (375,602)      (142,644)
                                                                                                      --------       --------
                       Net cash provided by (used in) financing activities........................     (15,846)        32,640
                                                                                                      --------       --------
Net increase (decrease) in cash and cash equivalents..............................................        (154)         2,859
Cash and cash equivalents at beginning of period..................................................      11,283          8,845
                                                                                                      --------       --------
Cash and cash equivalents at end of period........................................................    $ 11,129       $ 11,704
                                                                                                      ========       ========
<FN>
                              See Notes to Unaudited Consolidated Financial Statements
</FN>
</TABLE>
                                                         4
<PAGE>
                                 LIFE BANCORP, INC.
                Notes to Unaudited Consolidated Financial Statements

1.      Summary of Significant Accounting Policies

        Basis of Financial Statement Presentation

        The  accompanying   unaudited  consolidated  financial  statements  were
        prepared in accordance with  instructions to Form 10-Q, and,  therefore,
        do not include  all of the  disclosures  or  footnotes  necessary  for a
        complete  presentation of financial position,  results of operations and
        cash flows in conformity with generally accepted accounting  principles.
        However,  all normal,  recurring  adjustments  which,  in the opinion of
        management,  are  necessary  for a fair  presentation  of the  financial
        statements,  have been included. The results of operations for the three
        months  ended March 31,  1997,  are not  necessarily  indicative  of the
        results  that may be  expected  for the entire  year or for any  interim
        period.

        Principles of Consolidation

        The  consolidated  financial  statements  include  the  accounts of Life
        Bancorp,  Inc. (the  "Company") and its  wholly-owned  subsidiary,  Life
        Savings  Bank,   FSB  (the   "Bank").   All   significant   intercompany
        transactions  have  been  eliminated  in  consolidation.   Additionally,
        certain  reclassifications  may have been made in order to conform  with
        the  current  presentation.   The  accompanying  consolidated  financial
        statements have been prepared on the accrual basis.

2.      Net Income Per Share:

        For the  purpose  of  calculating  net  income  per  common  and  common
        equivalent  share  for  each of the  quarterly  periods  presented,  the
        Company  used the  respective  numbers of  weighted-average  outstanding
        shares shown below (in thousands):

                                                  For the Three Months Ended
                                               ---------------------------------
                                               March 31, 1997    March 31, 1996
                                               ---------------   ---------------


        For primary net income per share.......     9,485            10,281
        For fully diluted net income per share.     9,485            10,281


        The  dilutive  securities  included in the  calculations  above  consist
        entirely  of  common  equivalent  shares  in the form of  common  shares
        contingently   issuable  under  the  Company's  Stock  Option  Plan  and
        Recognition and Retention Plan.

3.      Subsequent Events

        On April  21,  1997,  the Board of  Directors  increased  the  quarterly
        dividend by 9.1%,  to $0.12 per share.  The dividend  will be payable on
        May 31, 1997, to Life Bancorp's  stockholders  of record at the close of
        business on May 16, 1997.



                                          5

<PAGE>


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

                                     General

        The Company's  principal business is conducted through the Bank from its
headquarters  located in Norfolk,  Virginia and 20  full-service  retail banking
offices located in the cities of Norfolk, Chesapeake,  Portsmouth,  Suffolk, and
Virginia  Beach,  Virginia.  The Bank's  deposits  are  insured  by the  Savings
Association  Insurance Fund ("SAIF") to the maximum extent permitted by law. The
Bank is subject to  examination  and  comprehensive  regulation by the Office of
Thrift Supervision ("OTS"), which is the Bank's chartering authority and primary
regulator.  The  Bank is also  subject  to  regulation  by the  Federal  Deposit
Insurance Corporation ("FDIC"), as the administrator of the SAIF, and to certain
reserve requirements  established by the Federal Reserve Board ("FRB"). The Bank
is a member of the Federal Home Loan Bank ("FHLB") of Atlanta.

                               Financial Condition
Assets

        Total assets of the Company  remained  relatively  unchanged  during the
quarter, totaling $1.4 billion at December 31, 1996 and March 31, 1997.

        Loans  receivable  increased  by $16.5  million,  or 2.6%,  from  $622.4
million at December 31, 1996, to $638.9  million at March 31, 1997. The Bank had
no mortgage loans held-for-sale at either December 31, 1996 or March 31, 1997.

        Investment securities,  available-for-sale remained relatively unchanged
totaling  $30.7  million at December  31, 1996,  and $30.0  million at March 31,
1997.

        During the first quarter,  the general interest rate environment and the
valuation of certain mortgage-backed  securities allowed the Bank an opportunity
to restructure a portion of its mortgage-backed  securities portfolio to improve
interest-rate  sensitivity in anticipation of rising interest rates,  while also
realizing a significant profit. To take advantage of this opportunity,  the Bank
sold  approximately  $65.0  million  of  relatively  lower  yielding  fixed-rate
mortgage-backed  securities and adjustable-rate  mortgage-backed securities with
an annual  interest-rate  adjustment cap of 1% and will replace these securities
with adjustable-rate  mortgage-backed securities having higher annual adjustment
caps. As a result of this restructuring,  total mortgage-backed securities, both
held-to-maturity and available-for-sale,  decreased $28.8 million, or 4.1%, from
$706.1 million at December 31, 1996, to $677.2 million at March 31, 1997.

Liabilities and Stockholders' Equity

        Deposits  increased  from $732.3 million at December 31, 1996, to $738.7
million at March 31, 1997.  Total  liabilities,  however,  decreased  during the
quarter,  as the not yet  reinvested  proceeds from the  aforementioned  sale of
mortgage-backed securities were used to reduce borrowings. The total of

                                        6

<PAGE>


advances  from the FHLB of Atlanta and  repurchase  agreements  decreased  $21.1
million, from $520.7 million at December 31, 1996 to $499.6 million at March 31,
1997.

        Stockholders' equity increased from $150.9 million at December 31, 1996,
to $151.8  million at March 31, 1997.  This  increase was  primarily  due to the
results of the Company's net income of $3.5 million for the three months,  which
was partially offset by (i) a $1.9 million decrease in unrealized  gains, net of
taxes, as a result of the Statement of Financial  Accounting  Standards ("SFAS")
No. 115 required market  valuation of the Company's  securities  portfolio;  and
(ii) quarterly cash dividends totaling $1.0 million, or $0.11 per share, paid on
February 28, 1997, to stockholders of record on February 14, 1997.

Asset Quality

        General. When a borrower fails to make a required payment on a loan, the
Bank  attempts to cure the  deficiency  by  contacting  the borrower and seeking
payment.  Contacts  are  generally  made 15 days after a payment is due. In most
cases, deficiencies are cured promptly. If a delinquency continues, late charges
are assessed and additional efforts are made to collect the loan. While the Bank
prefers  to work with  borrowers  to resolve  such  problems,  when the  account
becomes 90 days  delinquent,  the Bank  generally  pursues  foreclosure or other
proceedings, as necessary, to minimize any potential loss.

        Impaired Loans. The Company has adopted SFAS No. 114, as amended by SFAS
118. SFAS No. 114, as amended,  provides that a loan is impaired when,  based on
current  information and events, it is probable that the creditor will be unable
to collect all principal and interest  amounts due according to the  contractual
terms  of  the  loan  agreement.  Residential  mortgages,  consumer  installment
obligations and credit cards may be excluded. SFAS No. 114, as amended, requires
that  impaired  loans be  measured  based on the present  value of the  expected
future  cash  flows,  discounted  at the loan's  effective  interest  rate.  The
effective  interest rate of a loan is defined as the  contractual  interest rate
adjusted for any net deferred loan fees or costs, premiums or discounts existing
at  the  inception  or  acquisition  of the  loan.  If the  loan  is  collateral
dependent,  as a  practical  expedient,  impairment  can be  based  on a  loan's
observable  market price or the fair value of the  collateral.  The value of the
loan is adjusted through a valuation  allowance  created through a charge to the
provision for loan losses. Loans that were treated as in-substance  foreclosures
under previous accounting pronouncements are considered to be impaired loans and
under SFAS No. 114 will remain in the loan portfolio.

        A loan may be placed on  non-accrual  status  and not  classified  as an
impaired loan when in the opinion of  management,  based on current  information
and events,  it is probable that the Bank will eventually  collect all principal
and  interest  amounts  due  according  to the  contractual  terms  of the  loan
agreement.  Interest  income for impaired  loans is generally  recognized  on an
accrual  basis  unless it is deemed  inappropriate  to do so. In those  cases in
which the receipt of interest payments is deemed more uncertain,  the cash basis
of income  recognition  is utilized.  Loans are placed on a  non-accrual  status
when, in the judgment of management,  the  probability  of timely  collection of
interest is deemed to be insufficient to warrant further accrual. As a matter of
policy,  the Bank does not  accrue  interest  on loans  past due 90 days or more
except when the estimated  value of the collateral  and  collection  efforts are
deemed  sufficient  to  ensure  full  recovery.  When  a  loan  is  placed  on a
non-accrual  status,  previously  accrued but unpaid  interest is deducted  from
interest income.

                                        7

<PAGE>


        The  following  table  sets  forth  information  relating  to the Bank's
recorded  investment in impaired loans at or during the periods indicated.  Loan
balances are not net of specific reserves.
<TABLE>
<CAPTION>

                                                                 Three Months
                                                                    Ended          Year Ended
                                                                  March 31,       December 31,
                                                                    1997              1996
                                                                --------------   -------------
                                                                    (Dollars in Thousands)
 
<S>                                                               <C>               <C>
                                                                 
Impaired loans for which there is a related                  
allowance for credit losses...............................        $ 8,996           $ 9,022

Impaired loans for which there is no related
allowance for credit losses...............................           --                --
                                                                  -------           -------

Total impaired loans......................................        $ 8,996           $ 9,022
                                                                  =======           =======

Allowance for credit losses on impaired loans.............        $ 3,907           $ 3,500
                                                                  =======           =======

Average impaired loans during the period..................        $ 8,806           $ 9,659
                                                                  =======           =======

Interest income recognized on impaired loans
during the time within the period that the loans
were impaired.............................................        $    87           $   506
                                                                  =======           =======

Interest  income  recognized  on  impaired  loans
using a  cash-basis  method of accounting during 
the time within the period that the loans were impaired...        $    87           $   506
                                                                  =======           =======

</TABLE>


        Troubled  Debt  Restructurings.   Under  Generally  Accepted  Accounting
Principles,  the Bank is required to account for certain loan  modifications  or
restructurings as "troubled debt  restructurings." In general,  the modification
or  restructuring  of a debt  constitutes a troubled debt  restructuring  if the
Bank,  for  economic  or  legal  reasons  related  to the  borrower's  financial
difficulties,  grants a  concession  to the  borrower  that the Bank  would  not
otherwise consider under current market conditions.  Debt restructurings or loan
modifications for a borrower do not necessarily always constitute  troubled debt
restructurings  however,  and troubled debt  restructurings  do not  necessarily
result  in  non-accrual  loans.  The Bank  had $2.4  million  of  troubled  debt
restructurings,  net of specific  reserves,  at March 31, 1997.  Included in the
Bank's troubled debt  restructurings  at March 31, 1997, is an office  warehouse
complex with a carrying value of $1.1 million net of specific reserves. At March
31, 1997, this loan was classified  substandard  and was current.  The remaining
$1.3 million of troubled  debt  restructuring  at March 31,  1997,  consisted of
loans secured by  multi-family  and  commercial  properties  located in Virginia
Beach and Norfolk.

                                        8

<PAGE>
<TABLE>
<CAPTION>

        Non-Performing  Assets.  The  following  table  sets  forth  information
relating to the Bank's non-performing assets and troubled debt restructurings at
the dates indicated.

                                                        March 31, 1997     December 31, 1996
                                                     -------------------  -------------------
                                                               (Dollars in Thousands)

<S>                                                          <C>                <C>
                                                             
Non-performing assets:
  Non-accruing loans:
    Mortgage loans:
      Single-family:
        Conventional..............................           $1,840             $1,498
        FHA/VA....................................              829                698
      Multi-family................................               --                 --
      Commercial..................................              574                 46
    Consumer loans................................              572                308
                                                             ------             ------
  Total non-accruing loans........................            3,815              2,550
  Real estate owned, net (1).........................           666              1,202
                                                             ------             ------

Total non-performing assets.......................            4,481              3,752

Troubled debt restructurings, net (2)................         2,429              2,464
                                                             ------             ------

Total non-performing assets and troubled
debt restructurings...............................           $6,910             $6,216
                                                             ======             ======

Non-accruing loans to total loans held for
investment........................................            0.60%              0.41%
                                                             =====              =====

Total non-performing assets to total
assets............................................            0.32%              0.26%
                                                             =====              =====

Total non-performing assets and troubled
debt restructurings to total assets...............            0.49%              0.44%
                                                             =====              =====
------------------------------------
<FN>

(1)       Amounts are net of the allowance for real estate owned which amounted
         to $28,000 at March 31, 1997 and $30,000 at December 31, 1996.

(2)       Amounts are net of specific valuation allowance which totaled
         $4.1 million at March 31, 1997 and $3.5 million at December 31, 1996.

</FN>
</TABLE>

        The  Bank's  real  estate  owned  at March  31,  1997,  consisted  of 14
properties.  During the first  three  months of 1997,  the Bank sold four single
family  residences  and  two  multi-family  residences  previously  acquired  in
foreclosure for a combined sale price of $318,000.  After satisfying  deductions
for valuation allowances,  repairs,  holding costs and settlement expenses,  the
Bank realized a loss on the sale of these properties of approximately $33,000.


                                        9

<PAGE>

        Potential  Problem  Loans.  In  addition  to the loans  included  in the
preceding   impaired   loans  and   non-performing   assets  and  troubled  debt
restructurings  tables, at March 31, 1997, the Bank's portfolio  contained loans
totaling $10.2 million which were designated as substandard or special  mention,
even though they were not impaired or categorized as a  non-performing  asset or
troubled debt restructuring.

        At March 31, 1997,  there were eight performing loans to five borrowers,
totaling $5.6 million,  which the Bank had designated as  substandard.  One such
loan,  a performing  construction  loan,  is secured by a retirement  home under
construction  in Virginia  Beach.  In August,  1996,  the partially  constructed
building was substantially destroyed by fire and the Bank classified the loan as
substandard.  At the time of the fire,  in-process  disbursements  totaled  $3.3
million.  The appropriate  insurance  claims have been filed. At March 31, 1997,
the loan was current as the  borrower  continues to fund  interest  payments and
plans to  rebuild.  Of the  remaining  seven  loans,  two loans,  totaling  $1.5
million,  are secured by  commercial  properties  located in Norfolk,  Virginia;
three loans, totaling $600,000, are secured by commercial properties in Virginia
Beach,  Virginia;  and two  loans,  totaling  $200,000,  are  secured by various
multi-family  properties and developed lots in Norfolk,  Virginia. At this time,
the Bank does not anticipate losses on any of these loans.

        Additionally,  at March 31, 1997,  there were three  performing loans to
two borrowers,  totaling $4.6 million,  which the Bank had designated as special
mention. One of these loans, totaling $1.3 million, is secured by a multi-family
dwelling unit in Norfolk,  Virginia and two loans  totaling  $3.3  million,  are
secured by multi-family units and duplexes in Virginia Beach, Virginia.

        Allowance for Loan Losses.  The Bank's  policy is to establish  reserves
for estimated  losses on loans when it determines that losses may be incurred on
such loans.  The allowance for losses on loans is maintained at a level believed
adequate by management to absorb potential losses in the portfolio. Management's
determination  of the adequacy of the allowance is based on an evaluation of the
portfolio; past loss experience; current economic conditions; volume, growth and
composition  of the  portfolio;  and other  relevant  factors.  The allowance is
increased by provisions for loan losses which are charged against income.


                                       10

<PAGE>

        The following table sets forth the activity in the Bank's  allowance for
loan losses during the periods indicated.
<TABLE>
<CAPTION>

                                                            Three Months Ended
                                                                 March 31,
                                                       ---------------------------
                                                          1997             1996
                                                       ------------   ------------
                                                          (Dollars in Thousands)

                             
<S>                                                      <C>             <C>     
                                                                                 
Allowance at beginning of period...................      $9,656          $4,438  
Allowance from acquisition.........................          --           5,192  
Provision charged to operations....................         270              34  
Loans charged-off:                                                               
  Mortgage loans:                                                                
    Single-family..................................          --             (90)  
    Multi-family...................................          --              --  
    Construction...................................          --              --  
    Commercial.....................................          --              --  
    Residential lots...............................          --              --  
  Consumer loans...................................        (117)            (50)  
                                                         ------          ------   
      Total........................................        (117)           (140)  
Other charge-off...................................         --              --   
Loan recoveries:                                                                 
  Mortgage loans:                                                                
    Single-family..................................          11               1   
    Multi-family...................................          --              --   
    Construction...................................          --              --   
    Commercial.....................................          16               5   
  Consumer loans...................................          19              15   
                                                         ------          ------   
      Total........................................          46              21   
Other recoveries...................................         137              --   
                                                         ------          ------   
Allowance at end of period.........................      $9,992          $9,545  
                                                         ======          ======  
                                                                                 
Allowance for loan losses to total non-                                          
   accruing loans at end of period.................      261.91%         444.57% 
                                                         ======          ======  
                                                                                 
Allowance for loan losses to total                                               
   impaired loans at end of period.................      111.44%          82.23% 
                                                         ======          ======  
                                                                                 
Allowance for loan losses to total loans                                         
   held for investment at end of period............        1.56%           1.77% 
                                                         ======          ======  
</TABLE>

        Based on facts and circumstances currently available, the Bank presently
believes  that the  allowance  for loan losses was  adequate at March 31,  1997.
However, there can be no assurances that additions to such allowance will not be
necessary in future periods,  in which case the Company's  results of operations
would be adversely affected.

                                       11

<PAGE>

                              Results of Operations

         Comparison of Results of Operations for the Three Months Ended
                            March 31, 1997 and 1996

        General.  The Company reported net income of approximately  $3.5 million
and  $2.6  million  for  the  three  months  ended  March  31,  1997  and  1996,
respectively.  The  $869,000  increase in net income for the three  months ended
March 31, 1997, compared to the corresponding  period in 1996, was due primarily
to a $794,000,  or 9.6%, increase in net interest income, and a $1.1 million, or
154.5% increase in noninterest income; which were partially offset by a $236,000
increase in the  provision  for loan losses,  an $84,000,  or 1.9%,  increase in
noninterest expenses and a $685,000,  or 37.8%, increase in provision for income
taxes.

        Net Interest Income. Net interest income increased by $794,000, or 9.6%,
in the three  months  ended March 31, 1997,  to $9.0  million,  compared to $8.2
million  during the same period in 1996. The reason for such increase was a $3.8
million  improvement  in interest  income,  mainly due to an increase in average
interest-earning  assets of $237.4  million,  or 21.2%,  to $1.4 billion for the
three  months  ended March 31,  1997.  The  additional  interest-earning  assets
primarily  resulted from  increases in  mortgage-backed  securities and internal
growth in the Bank's loan  portfolio.  Interest on loans increased $2.0 million,
or 18.2%,  as a result of a $123.4  million,  or 24.1%,  increase in the average
balance of the loan  portfolio  partially  offset by a 42 basis point (100 basis
points being equal to 1%) decrease in the average yield earned thereon. Interest
income on  mortgage-backed  securities  increased  $1.8 million as a result of a
$116.0 million, or 20.5%, increase in the average balance of the mortgage-backed
securities  portfolio  partially  offset  by a 12 basis  point  decrease  in the
average yield earned  thereon.  The improvement in interest income was partially
offset by a $3.0 million  increase in interest  expense mainly as a result of an
increase of $259.3 million in average interest-bearing liabilities.  Interest on
deposits increased $980,000, or 11.9%, as a result of an increase in the average
balance of deposits of $91.3 million,  or 14.2%,  partially offset by a decrease
in the cost of  deposits  from 5.13% to 5.02%.  Interest  expense on  borrowings
increased by $2.0 million,  or 38.3%,  as a result of an increase in the average
balance of $168.0  million,  or 48.8%,  partially  offset by a  decrease  in the
average rate paid on borrowings from 6.06% to 5.63%. The Bank's average interest
rate spread and net interest margin  amounted to 2.22% and 2.66%,  respectively,
during the three months  ended March 30,  1997,  compared to 2.28% and 2.84% for
the comparable period in 1996.

        Provision for Loan Losses.  The  provision  for loan losses  amounted to
$270,000 for the three months ended March 31, 1997,  compared to $34,000  during
the three months ended March 31, 1996. For  additional  discussion of the Bank's
loan loss policy,  see "Financial  Condition - Asset Quality  Allowance for Loan
Losses."

                                       12
<PAGE>
        Yields Earned and Rates Paid.  The following  table sets forth,  for the
periods indicated, information regarding (i) the total dollar amount of interest
income of the Company from  interest-earning  assets and the  resultant  average
yields;  (ii) the total dollar  amount of interest  expense on  interest-bearing
liabilities  and the resultant  average rate;  (iii) net interest  income;  (iv)
interest-rate  spread;  and  (v)  net  interest  margin.  Average  balances  are
determined on an average daily balance basis.
<TABLE>
<CAPTION>
                                                           Three Months Ended March 31,
                                          --------------------------------------------------------------
                                                       1997                            1996
                                          ------------------------------  ------------------------------
                             Yield/Cost                          Average                        Average
                            at March 31,    Average              Yield/    Average              Yield/
                                1997        Balance  Interest    Cost(1)   Balance  Interest    Cost(1)
                             -----------  ---------- --------   -------- ---------- --------   --------
                                                           (Dollars in Thousands)
<S>                             <C>       <C>         <C>         <C>    <C>         <C>         <C>
Interest-earning assets:
Loans receivable:
  Mortgage loans...........      8.08%    $  556,522  $11,430     8.22%  $  449,969  $ 9,735     8.65%
  Consumer loans...........     10.44%        79,039    1,843     9.33%      62,197    1,494     9.61%
                                          ----------  -------            ----------  -------
Total loans................      8.35%       635,561   13,273     8.35%     512,166   11,229     8.77%
Mortgage-backed securities.      7.13%       682,495   11,512     6.75%     566,449    9,734     6.87%
Investment securities......      6.81%        30,605      540     7.06%      36,183      624     6.90%
Other earning assets.......      5.40%        10,765      132     4.90%       7,268       99     5.45%
                                          ----------  -------            ----------- -------
Total interest-earning assets    7.71%     1,359,426   25,457     7.49%   1,122,066   21,686     7.73%
                                                      -------                        -------
Noninterest-earning assets.                   49,567                         43,145
                                          ----------                     ----------
    Total assets...........               $1,408,993                     $1,165,211
                                          ==========                     ==========
Interest-bearing liabilities:
Deposits:
  Demand deposits..........      2.05%    $   43,194      222     2.06%  $   32,345      224     2.77%
  Passbook savings.........      3.30%        61,025      506     3.32%      58,131      473     3.25%
  Certificates.............      5.45%       629,480    8,484     5.39%     551,928    7,535     5.46%
                                          ----------  -------            ----------  -------
Total deposits.............      5.11%       733,699    9,212     5.02%     642,404    8,232     5.13%
Borrowings.................      5.66%       512,635    7,214     5.63%     344,586    5,217     6.06%
                                          ----------  -------            ----------  -------
  Total interest-bearing
    liabilities............      5.33%     1,246,334   16,426     5.27%     986,990   13,449     5.45%
                                                      -------                        -------
Noninterest-bearing liabilities               10,241                         17,719
                                          ----------                     ----------
    Total liabilities......                1,256,575                      1,004,709
Stockholders' equity.......                  152,418                        160,502
                                          ----------                     ----------
  Total liabilities and
    stockholders' equity...               $1,408,993                     $1,165,211
                                          ==========                     ==========
Net interest-earning assets               $  113,092                     $  135,076
                                          ==========                     ==========
Net interest income and
  interest-rate spread.....      2.38%                $ 9,031     2.22%              $ 8,237     2.28%
                                                      =======                        =======
Net interest margin........                                       2.66%                          2.84%
Ratio of average interest-
  earning assets to average
  interest-bearing liabilities                                    1.09x                          1.13x
<FN>
------------------------------------
(1)   Annualized
</FN>
</TABLE>
        Noninterest  Income.  Noninterest income for the quarter ended March 31,
1997, was $1.8 million  compared to $699,000 in the  comparable  three months of
1996.  This increase  resulted  mostly from a $986,000  profit on the previously
discussed sale of mortgage-backed securities.

     Noninterest Expense.  Noninterest expenses were relatively unchanged during
the quarter,  increasing by only $84,000.  Deposit insurance  premiums decreased
$350,000,  which was offset by the added  expense  recognition  in the Company's
Employee Stock Ownership Plan ("ESOP") due to the 

                                              13
<PAGE>

increased  market price of the Company's  stock,  the costs  associated with the
installation and operation of the Bank's new computer system, and an increase in
the amortization of goodwill  resulting from the acquisition of Seaboard Savings
Bank in 1996.

        Income Tax  Provision.  The  provision  for income  taxes  increased  by
$685,000 due to both an increase in the provision  rate and the level of pre-tax
income.  The income tax  provision  rate  increased  from 41.2% of income before
taxes,  for the first quarter of 1996, to 41.9%,  for the first quarter of 1997,
due to additional taxable income in higher income tax brackets for 1997.


                       Impact of New Accounting Standards

        In February 1997, the Financial  Accounting  Standards Board issued SFAS
128 which is required  to be adopted on December  31,  1997.  At that time,  the
Company will be required to change the method currently used to compute earnings
per share ("EPS") and restate all prior periods.  The new  requirements  replace
the current primary EPS and fully diluted EPS with two new  calculations,  basic
EPS and diluted EPS. Basic EPS, unlike primary EPS, excludes all dilution caused
by  any  potential  common  stock  (e.g.,  options  on  stock).  Diluted  EPS is
calculated  similarly to fully diluted EPS,  except diluted EPS uses the average
price of the Company's stock during the accounting  period,  while fully diluted
EPS uses the price of the Company's  stock at the end of the accounting  period.
If SFAS 128 were in effect during the first  quarter of 1997,  the Company would
have reported basic EPS of $0.37 and diluted EPS of $0.36.

                         Liquidity and Capital Resources

        The Bank's  liquidity,  represented by cash and cash  equivalents,  is a
product of its operating, investing and financing activities. The Bank's primary
sources  of  funds  are  deposits;  borrowings;  amortization,  prepayments  and
maturities of outstanding loans and mortgage-backed securities;  sales of loans;
maturities of investment securities and other short-term investments;  and funds
provided from  operations.  While  scheduled  payments from the  amortization of
loans and  mortgage-backed  securities  and maturing  investment  securities and
short-term  investments  are relatively  predictable  sources of funds,  deposit
flows and loan  prepayments  are greatly  influenced by general  interest rates,
economic conditions and competition.  In addition, the Bank invests excess funds
in overnight deposits and other short-term interest-earning assets which provide
operational  liquidity.  The Bank  has been  able to  generate  sufficient  cash
through  its  deposits  as  well as  borrowings  (primarily  consisting  of FHLB
advances and  repurchase  agreements).  At March 31,  1997,  the Bank had $300.6
million of outstanding FHLB advances and $203.7 million in repurchase agreements
and other borrowings.

        Excess liquidity is generally invested in short-term investments such as
overnight  deposits.  On a longer-term  basis,  the Bank maintains a strategy of
investing  in  various  lending  products.  The Bank uses its  sources  of funds
primarily to meet its ongoing operations,  to fund maturing savings certificates
and  savings  withdrawals  and to fund loan  commitments  and its  portfolio  of
mortgage-backed and investment securities. At March 31, 1997, the total approved
loan  commitments  outstanding  amounted  to $40.0  million.  At the same  date,
commitments under unused lines of credit amounted to $9.0 million.  Certificates
of deposits  scheduled to mature in one year or less at March 31, 1997,  totaled
$364.0  million;  however,  management  believes that a  significant  portion of
maturing deposits will remain with the Bank. The Bank anticipates that even with
interest rates at lower levels than have been  experienced  in recent years,  it
will continue to have sufficient  funds to meet its operational  needs. At March
31,

                                       14

<PAGE>


1997,  the Bank had a liquidity  ratio of 10.02%,  which  exceeded  the required
minimum liquid asset ratio of 5.0%.

        At March 31, 1997, the Bank's  regulatory  capital was well in excess of
applicable  minimums required by federal  regulations.  The Bank, as a member of
the  thrift  industry,  is  required  to  maintain  tangible  capital of 1.5% of
adjusted  total assets,  core capital of 3.0% of adjusted total assets and risk-
based capital of 8.0% of adjusted  risk-weighted  assets. At March 31, 1997, the
Bank's tangible capital was $125.0 million,  or 8.91%, of adjusted total assets,
core  capital  was  $125.0  million,  or 8.91%,  of  adjusted  total  assets and
risk-based  capital was $130.7  million,  or 22.5%,  of  adjusted  risk-weighted
assets,  exceeding the  requirements by $104.0 million,  $82.9 million and $84.2
million, respectively.


                           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)     Exhibits required by Item 601 of Regulation S-K.
                       None

        b)     Reports on Form 8-K filed during the quarter.
                       None





                                       15

<PAGE>



                                   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.


                           LIFE BANCORP, INC.



Date:  May 14, 1997    By:  /s/ Tollie W. Rich, Jr.
                            ---------------------------------------------------
                                  Tollie W. Rich, Jr., Executive Vice President,
                                         Chief Operating Officer


Date:  May 14, 1997    By:  /s/ Emory J. Dunning, Jr.
                                -----------------------------------------------
                                  Emory J. Dunning, Jr., Senior Vice President,
                                         Treasurer and Chief Financial Officer

                                       16