FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, DC 20549



                QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF

                      THE SECURITIES EXCHANGE ACT OF 1934

                      For the Quarter ended June 30, 1997 
      
                        Commission File Number 0-10275


                            EVERGREEN BANCORP, INC.
                            -----------------------
            (Exact name of registrant as specified in its charter)


               DELAWARE                                     36-3114735     
               --------                                     ---------- 
     (State or other jurisdiction of                      (IRS Employer
      incorporation or organization)                   Identification No.)


                 237 GLEN STREET, GLENS FALLS, NEW YORK 12801
                 --------------------------------------------
                   (Address of principal executive offices)


     Registrant's telephone number, including area code:   (518) 792-1151
                                                           --------------

     Indicate  by  check  mark whether the Registrant (1)  has  filed  all 
     reports  required to be filed by Section 13 or 15 (d) of the  Securi-
     ties 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 Issuer's classes of 
     common stock, as of the latest practicable date:


     Class of Common Stock                   Number of Shares Outstanding 
                                                  as of July 31, 1997    
      -------------------                         -------------------   
      $3.33 1/3 Par Value                              8,973,153   

                   






                   

                   EVERGREEN BANCORP, INC. AND SUBSIDIARIES

                                     INDEX

                                                                  Page No.
                                                                  --------    

     PART I         FINANCIAL INFORMATION
     ------  

     Item 1    Financial Statements (unaudited):

               Consolidated Statements of Income for the Three
               Months Ended June 30, 1997, and 1996                 1-2

               Consolidated Statements of Income for the Six
               Months Ended June 30, 1997, and 1996                 3-4

               Consolidated Statements of Financial Condition
               as of June 30, 1997, and December 31, 1996           5-6

               Consolidated Statements of Cash Flows for the
               Six Months Ended June 30, 1997 and 1996              7-8

               Notes to Consolidated Interim                        9-10
               Financial Statements                                   

               Report of Independent Auditors                       11 

     Item 2    Management's Discussion and Analysis                12-23     


     PART II        OTHER INFORMATION
     -------
      
     Item 1    Legal Proceedings - None

     Item 2    Changes in Securities - None

     Item 3    Defaults Upon Senior Securities - None

     Item 4    Submission of Matters to a Vote of Security Holders - 
                Annual meeting of Shareholders, See Attached Item 4 -
                Matters

     Item 5    Other Information - None

     Item 6(a) Exhibits - The following exhibits are submitted herewith:
               
               Exhibit 11 - Computation of Net Income Per Share 
               Exhibit 27 - Financial Data Schedule
               
     Item(b)  Reports on Form 8-K - None








     
                            EVERGREEN BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                            (Dollars in Thousands)
                            (Except Per Share Data)


                                                            Three Months
                                                           Ended June 30,
                                                           1997      1996  
                                                             (Unaudited)
     Interest Income:                                       
       Interest and Fees on Loans                        $14,484   $13,936
       Interest on U.S. Government & Agency Obligations    3,769     2,770
       Interest on State & Municipal Obligations             219       306
       Interest on Other Bonds, Notes, & Debentures          113       111 
       Interest on Federal Funds Sold & Bank Deposits        475       173
                                                         -------   -------
     Total Interest Income                                19,060    17,296
                                                         -------   -------
     Interest Expense:                                           
       Interest on Deposits:                                     
       Regular Savings, Interest Checking and Money                      
          Market Deposit Accounts                          2,431     2,330
       Other Time                                          5,664     4,348
       Interest on Short-Term Borrowings                      62        49
       Interest on Long-Term Debt                            421       389
                                                         -------   -------
          Total Interest Expense                           8,578     7,116
                                                         -------   -------
                                                                 
     Net Interest Income                                  10,482    10,180
     Provision for Loan Losses                               450       360
                                                         -------   -------
     Net Interest Income After Provision for                     
          Loan Losses                                     10,032     9,820
                                                         -------   ------- 
     Other Income:                                               
       Trust Department Income                               640       654
       Service Charges on Deposit Accounts                   695       712
       Net Gain/(Loss) on Security Transactions                9       (17)
       Other                                                 313       288
                                                         -------   -------
          Total Other Income                               1,657     1,637
                                                         -------   -------

                                                            (Continued)








                                     - 1 -





                       CONSOLIDATED STATEMENTS OF INCOME
                                   CONTINUED
                            (Dollars in Thousands)
                            (Except Per Share Data)

                                                            Three Months
                                                           Ended June 30,
                                                           1997      1996  
                                                             (Unaudited)
     Other Expense:                                                     
       Salaries and Employee Benefits                      4,019     3,961
       Net Occupancy Expense                                 587       460
       Equipment Expense                                     462       451
       Professional Services                                 254       258
       Data Processing                                       595       630
       Supplies and Printing                                 207       204
       Advertising                                           347       201
       Postage                                               134       121
       OREO Writedowns and Expenses                           90       276
       Other                                               1,028     1,041
                                                         -------   -------
          Total Other Expense                              7,723     7,603
                                                         -------   -------
     Income Before Taxes                                   3,966     3,854 
     Applicable Income Taxes                               1,294     1,335
                                                         -------   -------
     Net Income                                          $ 2,672   $ 2,519    
                                                         =======   =======
     Earnings Per Common Share:
     Average Shares Outstanding                        9,010,000 9,253,000 

     Net Income Per Share                                $   .30  $    .27 
                                                         =======  ========


     See accompanying notes to consolidated interim financial statements.


















                                     - 2 -



                            

                            EVERGREEN BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                            (Dollars in Thousands)
                            (Except Per Share Data)

                                                             Six Months
                                                           Ended June 30,
                                                           1997      1996  
                                                             (Unaudited)
     Interest Income:                                       
       Interest and Fees on Loans                        $29,082   $27,554
       Interest on U.S. Government & Agency Obligations    6,797     5,686
       Interest on State & Municipal Obligations             423       636
       Interest on Other Bonds, Notes, & Debentures          216       237
       Interest on Federal Funds Sold & Bank Deposits        843       382
                                                         -------   -------
          Total Interest Income                           37,361    34,495
                                                         -------   -------
     Interest Expense:
       Interest on Deposits:
       Regular Savings, Interest Checking and Money
            Market Deposit Accounts                        4,840     4,675
       Other Time                                         10,733     8,808
       Interest on Short-Term Borrowings                     113        92
       Interest on Long-Term Debt                            812       807
                                                         -------   -------
          Total Interest Expense                          16,498    14,382
                                                         -------   -------
          
     Net Interest Income                                  20,863    20,113
     Provision for Loan Losses                               810       720
                                                         -------   -------
     Net Interest Income After Provision for 
       Loan Losses                                        20,053    19,393
                                                         -------   -------

     Other Income:
       Trust Department Income                             1,297     1,203
       Service Charges on Deposit Accounts                 1,336     1,410
       Net Gain/(Loss) on Security Transactions                9       (17)
       Other                                                 721       616
                                                         -------   -------
          Total Other Income                               3,363     3,212
                                                         -------   -------

                                                            (Continued)






                                                        
                                     
                                     - 3 -





                            EVERGREEN BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                                   CONTINUED
                            (Dollars in Thousands)
                            (Except Per Share Data)

                                                             Six Months
                                                           Ended June 30,
                                                           1997      1996  
                                                             (Unaudited)
     
     Other Expenses:
       Salaries and Employee Benefits                      8,062     7,781
       Net Occupancy Expense                               1,172     1,008
       Equipment Expense                                     958       937
       Professional Services                                 554       537
       Data Processing                                     1,175     1,253
       Supplies and Printing                                 419       417
       Advertising                                           610       420
       Postage                                               282       275
       OREO Writedowns and Expenses                          141       393
       Other                                               2,044     1,957
                                                         -------   -------
          Total Other Expenses                            15,417    14,978
                                                         -------   -------

     Income Before Taxes                                   7,999     7,627 
     Applicable Income Taxes                               2,645     2,729
                                                         -------   -------
     Net Income                                          $ 5,354   $ 4,898 
                                                         =======   =======
     Earnings Per Common Share:
     Average Shares Outstanding                        9,047,000 9,287,000 

     Net Income Per Share                                $   .59   $   .53 
                                                         =======   =======


     See accompanying notes to consolidated interim financial statements.















                                     - 4 -





                            EVERGREEN BANCORP, INC.
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                            (Dollars in Thousands)

                                                      6/30/97    12/31/96
                                                    (Unaudited)
     Assets:
     Cash and Cash Equivalents:
     Cash and Due From Banks                         $ 32,163    $ 33,430
     Federal Funds Sold                                 5,800      22,700
                                                     --------    --------
             Total Cash and Cash Equivalents           37,963      56,130
                                                     --------    --------
     Securities:
     Securities Available For Sale (Amortized           
       cost of $222,045 and $177,099 at 6/30/97
       and 12/31/96, respectively)                    222,397     177,140
     Securities Held to Maturity (fair value
       of $40,907 and $21,016 at 6/30/97
       and 12/31/96, respectively)                     39,982      20,028
                                                     --------    --------
          Total Securities                            262,379     197,168
                                                     --------    --------     
     Loans:         
     Commercial                                       230,904     225,420     
     Mortgage                                         294,218     283,664  
     Installment                                      136,183     149,745
     Other                                                185         324
                                                     --------    --------
          Total Loans                                 661,490     659,153
     Less:
       Allowance for Loan Losses                      (12,811)    (12,393)
       Unearned Income on Loans                        (2,379)     (4,265)
                                                     --------    -------- 
          Loans, Net                                  646,300     642,495
                                                     --------    --------

     Bank Premises and Equipment, net                  16,350      15,278
     Other Real Estate Owned                            1,794       1,476
     Other Assets                                      17,448      16,102
                                                     --------    --------
          Total Assets                               $982,234    $928,649
                                                     ========    ========

                                                          (Continued)
                                     
                                     
                                     
                                     
                                                     
                                                     



                                     - 5 -





                            EVERGREEN BANCORP, INC.
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   CONTINUED
                            (Dollars in Thousands)

                                                      6/30/97   12/31/96
                                                    (Unaudited)
     Liabilities:
     Deposits:                                        
       Demand                                        $ 93,559    $ 92,737
       Regular Savings, Interest Checking and  
        Money Market Deposit Accounts                 349,165     350,762
       Certificates of Deposit over $100,000           93,480      79,808
       Other Time                                     312,402     277,549
                                                     --------    --------
          Total Deposits                              848,606     800,856
                                                     --------    --------
     Federal Funds Purchased and Other Short
       Term Borrowings                                  6,806       3,846
     Accrued Taxes and Other Liabilities               14,802      12,270
     Long-Term Debt                                    25,844      26,238
                                                     --------    --------
          Total Liabilities                           896,058     843,210
                                                     --------    --------

     Stockholders' Equity:    
     Common Stock $3.33 1/3 Par Value:  Authorized-
       20,000,000; Shares Issued 9,633,966 at June 30, 
       1997 and December 31, 1996                      32,113      32,113 
     Surplus                                            6,787       6,787
     Undivided Profits                                 55,980      53,149
     Market Over Cost of Securities 
       Available For Sale, Net of Deferred Tax            211          24 
     Treasury Stock (661,383 shares at June 30, 1997
       and 514,158 shares at December 31, 1996)        (8,275)     (5,826)
     Common Stock Subscribed by ESOP                     (640)       (808)
                                                     --------    -------- 
          Total Stockholders' Equity                   86,176      85,439
                                                     --------    --------
          Total Liabilities and Stockholders' Equity $982,234    $928,649
                                                     ========    ========


     See accompanying notes to consolidated interim financial statements.


                                                     
                                     
                                     
                                     
                                     
                                     
                                     

                                     - 6 -





                            EVERGREEN BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Dollars in Thousands)
 
     The Six Months Ended June 30,                       1997      1996
                                                                      
                                                        ------    ------
     Cash Flows from Operating Activities:                         
     Net Income. . . . . . . . . . . . . . . . . . .  $  5,354  $  4,898 
     Adjustments to Reconcile Net Income to 
     Net Cash Provided by Operating Activities:
       Net Change in Unearned Loan Fees. . . . . . .        29        24 
       Net Change in Other Assets and Liabilities. .     1,643       182 
       (Gain)/Loss on Sale of Securities & OREO. . .       (12)       17
       Increase in Deferred Tax Benefit. . . . . . .      (581)     (293)
       Loss on Write-Down of Other Real Estate . . .         -        99
       Gain on Disposition of Assets . . . . . . . .         -        (7)
       Depreciation. . . . . . . . . . . . . . . . .       873       765
       Provision for Loan Losses . . . . . . . . . .       810       720
       Amortization of Premiums & Accretion of 
               Discounts on Securities, Net. . . . .       248       195    
                                                        ------    ------  
     
          Net Cash Provided By Operating Activities.     8,364     6,600 
                                                        ------    ------ 
     Cash Flows From Investing Activities:
     Proceeds From: 
       Sales of Securities Available for Sale. . . .       532     2,811
       Maturities of Securities Available for Sale .    27,095    32,406
       Maturities of Securities Held to Maturity . .     1,928     4,544 
     Purchases of Securities Available for Sale. . .   (72,791)  (10,116)
     Purchases of Securities Held to Maturity. . . .   (21,903)   (2,996)
     Proceeds From Sales of Loans. . . . . . . . . .       375       841
     Change in Credit Card and 
       Check Overdraft Receivables . . . . . . . . .      (123)      348
     Proceeds From Sales of Other Real Estate. . . .       246       235     
     Net Increase in Loans . . . . . . . . . . . . .    (5,457)  (44,886)
     Capital Expenditures. . . . . . . . . . . . . .    (1,945)     (292)
                                                        ------    ------
          Net Cash Used By
            Investing Activities . . . . . . . . . .   (72,043)  (17,105)
                                                        ------    ------ 
     Cash Flows From Financing Activities:
     Net Increase/(Decrease) in Deposits . . . . . .    47,750    (9,671)
     Net Increase in Short-Term Borrowings . . . . .     2,960    11,737 
     Payments on Long Term Debt. . . . . . . . . . .      (226)     (768)
     Proceeds From Issuance of Common Stock. . . . .         -       127
     Proceeds From Sale of Treasury Stock. . . . . .       307         -

                                                           (Continued)
                                     
                                     
                                     
                                     
                                     - 7 -                            





                            EVERGREEN BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   CONTINUED                   
                            (Dollars in Thousands)
 
     The Six Months Ended June 30,                       1997      1996
                                                           (Unaudited)
                                                       -------   ------- 

     Payments for Purchase of Treasury Stock. . . .     (2,918)   (2,271)
     Dividends Paid . . . . . . . . . . . . . . . .     (2,361)   (1,867)
                                                       -------   -------
          Net Cash Provided/(Used) By 
            Financing Activities. . . . . . . . . .     45,512    (2,713)
                                                       -------   -------
     Net Decrease in Cash and 
       Cash Equivalents . . . . . . . . . . . . . .    (18,167)  (13,218)
     Cash and Cash Equivalents at Beginning of Year     56,130    43,621
                                                       -------   -------
     Cash and Cash Equivalents at End of Quarter. .   $ 37,963  $ 30,403
                                                       =======   =======
     Supplemental Disclosure of Cash Flows:
     Interest Paid. . . . . . . . . . . . . . . . .   $ 16,204  $ 14,303
     Taxes Paid . . . . . . . . . . . . . . . . . .        662     2,964

     Supplemental Schedule of Non-Cash Investing and Financing Activities:
     Certain  properties which were foreclosed upon were transferred  from 
     loans to other real  estate in the amount of  $561,000 and $312,000 
     during the six months ended June 30, 1997 and 1996, respectively.

     The  Company  borrowed  $1,600,000 which was used  to  subscribe  for 
     common stock of the Company in 1990.  Payments were made on the  ESOP 
     loan  in  the amount of $168,000 and $159,000 during the  six  months 
     ended June 30, 1997 and 1996, respectively.

     As  a  result of the adoption of Statement  of  Financial  Accounting 
     Standard No. 115, securities available for  sale are recorded at fair 
     value.  The unrealized gain on these securities was $352,000 at  June 
     30, 1997.  The adjustment to stockholders' equity for the  unrealized 
     gain was  $211,000, net of deferred income tax expense  of  $141,000.   
     
     At  June 30, 1996,  securities available for sale  had an  unrealized 
     loss of  $843,000. The  adjustment  to  stockholders  equity  net  of 
     deferred income tax benefit of $337,000, was $506,000.






                                 
     See accompanying notes to consolidated interim financial statements.     
                                     

                                     - 8 -
                            




                            EVERGREEN BANCORP, INC.
              NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 

     1. Financial Statement Presentation
        --------------------------------

     The accompanying  interim consolidated  financial  statements  consist of 
     Evergreen  Bancorp, Inc. ("the Company")  and the financial statements of 
     its wholly owned subsidiary,  Evergreen Bank, N.A. The unaudited consoli-
     dated interim financial statements have  been  prepared according  to the 
     rules of the Securities  and  Exchange  Commission. In the opinion of the 
     Company,  the  accompanying  unaudited  consolidated  interim   financial 
     statements contain all adjustments necessary to present fairly the finan-
     cial position  as of  June 30, 1997,  the results of  operations  for the 
     three and six  months ended June 30, 1997 and 1996 and cash flows for the 
     six months ended June 30, 1997 and 1996. All adjustments  are of a normal  
     recurring nature. Certain information and footnote  disclosures  normally  
     included in financial statements  prepared in  accordance with  generally  
     accepted accounting principles have been condensed or omitted pursuant to 
     rules and regulations applicable to interim financial statements.
     
     The accompanying interim consolidated financial statements should be read  
     in  conjunction  with the Evergreen  Bancorp, Inc. consolidated  year-end  
     financial statements, including notes thereto, which  are included in the 
     Evergreen Bancorp, Inc. 1996 Annual Report and Form 10-K.

     2. Earnings Per Share
        ------------------

     Earnings per share is calculated as net income divided by  average shares 
     outstanding.  Average  shares  outstanding  for June 30, 1997,  and 1996, 
     takes into consideration  a reduction to issued shares  by Treasury Stock 
     held, weighted  by the number of days  in the quarter such stock is held. 
     Earnings per share  for the quarter  and six months  ended  June 30, 1996 
     have been  adjusted  for the  September 1996 stock split  effected in the 
     form of a 100% stock dividend.

     In February 1997,  the Financial Accounting Standards Board issued State-
     ment of  Financial  Accounting  Standards  No. 128,  "Earnings per Share" 
     (Statement 128), which establishes standards for computing and presenting 
     earnings per share  (EPS).  This statement  simplifies  the standards for 
     computing EPS making  them comparable to international  EPS standards and 
     supersedes  Accounting  Principles  Board  Opinion  No. 15, "Earnings per 
     Share" and  related interpretations.  Statement 128 replaces the present-
     ation of primary EPS with the presentation of basic EPS. It also requires 
     dual  presentation of  basic and  diluted EPS  on the face of  the income 
     statement for all entities with complex capital structures and requires a 
     reconciliation of the numerator and denominator of the basic EPS computa-
     tion to the numerator and denominator of the diluted EPS computation.

     Basic EPS  excludes dilution  (such as the effect  of the Company's  out-
      

                                    - 9 -





                            EVERGREEN BANCORP, INC.
              NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                  (Continued)

     standing stock options)  and is computed by dividing  income available to
     common stockholders by the weighted-average  number of common shares out-
     standing for the period. Diluted EPS reflects the potential dilution that 
     could occur  if securities or other  contracts to issue common stock were 
     exercised or  converted into common stock  or resulted in the issuance of 
     common stock  that then shared  in earnings  of the  entity  (such as the 
     Company's stock options).  This  statement  is  effective  for  financial 
     statements  issued for periods ending  after December 15, 1997, including 
     interim periods.  Earlier  application  is not  permitted. This Statement 
     requires restatement of all prior period EPS data presented.

     The Company will present its EPS information in accordance with Statement 
     128 as of  December 31, 1997.  Management  anticipates that the effect of 
     the adoption  of this  Statement will not have  a material effect  on the 
     Company's consolidated financial statements.
    
     3. Payment of Dividends
        --------------------

     The  Company is a legal  entity  separate and distinct from its  bank and 
     other subsidiaries. The principal source of cash flow  of the Registrant, 
     including  cash flow to pay  dividends to its  stockholders, is dividends 
     from  Evergreen Bank. The  subsidiary  bank is  required to meet  various 
     legal  requirements  prior to the  payment of dividends  to the  Company. 
     Without the  payment of dividends  from Evergreen Bank  the Company would 
     not be able to pay dividends to its stockholders.

     4. Recent Accounting Pronouncements
        --------------------------------
     In June of 1997, the Financial Accounting Standards Board ("FASB") issued
     Statement of  Financial  Accounting  Standards No. 130,  (Statement 130),
     which establishes  standards for reporting  and display of  comprehensive
     income and its  components in financial statements.  Statement 130 states
     that comprehensive  income includes  reported  net income  of a  company,
     adjusted for items that are  currently accounted for as direct entries to
     equity, such as  the net unrealized gain or loss  on securities available
     for sale,  foreign currency items,  and minimum pension liability adjust-
     ments. This Statement  is effective for  both interim and annual  periods
     beginning after  December 15, 1997. The Company will adopt  Statement 130
     in the first quarter of 1998.

     In June 1997, the FASB issued Statement of Financial Accounting Standards
     No. 131, "Disclosures about Segments of an Enterprise and Related Inform-
     ation"  (Statement 131),  which  establishes  standards  for reporting by
     public companies  about operating segments  of their business.  Statement
     131 also establishes standards for related disclosures about products and
     services, geographic areas, and major customers. This Statement is effec-
     tive for fiscal years beginning after December 15, 1997  and is not anti-
     cipated to have a material effect on the Company's financial statements.
     
                                    - 10 -





                        Independent Auditors' Review Report


     The Board of Directors and Stockholders
     Evergreen Bancorp, Inc.:


     We have reviewed the consolidated statement of financial condition of 
     Evergreen Bancorp, Inc. and subsidiaries as of June 30, 1997 and  the 
     related  consolidated  statements of income for the  three-month  and 
     six-month periods ended June 30, 1997 and 1996, and the  consolidated 
     statements  of  cash flows for the six-month periods ended  June  30, 
     1997  and  1996.   These consolidated financial  statements  are  the 
     responsibility of the Company's management.

     We  conducted our review in accordance with standards established  by 
     the American Institute of Certified Public Accountants.  A review  of 
     interim  financial information consists principally of applying  ana-
     lytical  procedures to financial data and making inquiries of persons 
     responsible for financial and accounting matters. It is substantially
     less in scope  than an audit  conducted in accordance with  generally 
     accepted auditing standards, the objective of which is the expression 
     of  an opinion regarding the financial statements taken as  a  whole.  
     Accordingly, we do not express such an opinion.

     Based  on our review, we are not aware of any material  modifications 
     that should be made to the consolidated financial statements referred 
     to  above  for them to be in conformity with generally  accepted  ac-
     counting principles.

     We  have  previously audited, in accordance with  generally  accepted 
     auditing standards, the consolidated statement of financial condition 
     of Evergreen Bancorp, Inc. and subsidiaries  as of December 31, 1996, 
     and the related consolidated statements of income, changes in  stock-
     holders' equity, and cash flows for the year then ended (not present-
     ed herein); and in our report dated January 24, 1997, we expressed an 
     unqualified  opinion on those  consolidated  financial statements. In 
     our  opinion, the information set forth in the accompanying  consoli-
     dated  statement of financial condition as of December 31,  1996,  is 
     fairly  presented, in all material respects, in relation to the  con-
     solidated  statement  of financial condition from which it  has  been 
     derived.

     /s/ KPMG PEAT MARWICK LLP
     Albany, New York
     August 11, 1997
     
                                    
                                    
                                    
                                    
                                    
                                    
                                                              
                                    - 11 -





                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
                          OF FINANCIAL CONDITION AND 
                             RESULTS OF OPERATIONS


     FINANCIAL REVIEW
     ----------------

     The principal source of earnings for the Company is its single  banking  
     subsidiary,  Evergreen Bank, N.A.  All  discussion herein refers to the 
     banking activities of the Company's banking subsidiary unless otherwise 
     noted.

     When used in this quarterly  Report on Form 10-Q,  the words or phrases
     "will likely result,"  "are expected to," "will continue," "is anticip-
     ated,"  "estimate,"  "project"  or similar expressions  are intended to
     identify "forward-looking statements" within the meaning of the Private
     Securities Litigation Reform Act  of 1995.  Such statements are subject 
     to certain risks and uncertainties including,  changes in economic con-
     ditions in the Company's market area, changes in policies by regulatory
     agencies,  fluctuations  in  interest rates,  demand  for loans  in the
     Company's market area and competition,  that could cause actual results
     to differ materially from historical earnings and those presently anti-
     cipated or projected.  The Company cautions readers  not to place undue  
     reliance on any such forward-looking statements, which speak only as of  
     the date made.  The  factors  listed above  could affect  the Company's  
     financial performance and  could cause the Company's actual results for 
     future  periods  to differ materially  from any opinions or  statements 
     expressed with respect to future periods in any current statements.

     The Company does not undertake,  and specifically disclaims,  any obli-
     gation  to publicly release  the result of  any revisions  which may be
     made  to any forward-looking  statements to  reflect events  or circum-
     stances after  the date of such events  or to reflect  the occurance of
     anticipated or unanticipated events. 

     SUMMARY OF RESULTS OF OPERATIONS
     --------------------------------

     Net income  for  the  three  months ended June 30, 1997, was $2,672,000  
     as  compared  to  $2,519,000  in  the  same  quarter  last  year.  This 
     represents an increase of $153,000. For the six  months  ended June 30, 
     1997 net income  was  $5,354,000  compared to  $4,898,000  in 1996. Net 
     income  per  share  for  the  quarter  ended  June 30,  1997, was $.30, 
     compared to $.27 for the  June 30, 1996 quarter.  For the three and six 
     month periods, the primary reasons for the increases in net income were 
     increases in net interest income and a lower effective tax rate.

     In 1997, the  annualized  return  on  average assets for the six months 
     ended June 30,  was 1.13%,  compared to 1.12% for the  first six months 
     last year. The  annualized return on  average  stockholders' equity for 
     
     
                                    - 12 -





                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED

     the first six months of 1997 was 12.6%, compared to 11.8% for  the same 
     period in 1996. The  increase  in  the returns  on  average  assets and 
     stockholders' equity  are  due  primarily to the increased level of net 
     income.

     NET INTEREST INCOME
     -------------------

     Net interest income  for the  three  months  ended  June 30,  1997  was 
     $10,482,000, compared to $10,180,000  for the same period of 1996. This 
     represents an increase of  $302,000, or 3.0%.  The first six months  of 
     1997 reflects  net interest income of $20,863,000,  an increase of 3.7% 
     as compared to  $20,113,000 for the same period last year. The increase 
     in net interest income in 1997's second quarter is attributed primarily 
     to a higher level of average earning assets which offset the effects of 
     a lower net interest margin.    
     
     On a taxable equivalent  basis,  net  interest  income  was $10,611,000  
     for the quarter ended June 30, 1997 as compared to $10,374,000  for the 
     quarter ended June 30, 1996.  This represents  an increase of $237,000, 
     or 2.3%.  For the  first  six months  of 1997  taxable  equivalent  net  
     interest income  increased 2.9% to $21,108,000 from $20,512,000 for the 
     six months ended June 30, 1996. The increase in net interest  income on 
     a taxable equivalent basis  resulted  primarily from an increase in the 
     volume of  average  earning assets.  Average earning  assets  increased 
     $77.8 million, or 9.4%, in comparison to the same period in 1996. Loans  
     increased  $42.8 million,  securities increased  $18.2 million  and Fed
     Funds sold increased $16.8 million on average. The income  increase due 
     to volume  was partially  offset by a  lower net  interest  margain. At 
     4.70% the margin  for the first six months of 1997 was  28 basis points 
     lower  than  the  same  period  of the prior year. The decrease  in the  
     margin was primarily  attributed to promotions for time deposits at the 
     Company's new branches leading to somewhat higher rates on deposits, and
     slightly lower yields on earning assets because of lower yielding retail 
     loans. 

     The increases in average  earning assets were  funded by an increase in 
     average interest bearing liabilities of $75.2 million. Average interest 
     bearing liabilty increases  were concentrated in time  deposits,  which 
     increased $64.4 million.

     ALLOWANCE FOR LOAN LOSSES
     -------------------------
     
     The Company's allowance for loan losses at June 30, 1997, has increased 
     $418,000 to  $12,811,000 from the December 31, 1996  balance. As a per-
     cent of total loans, net of unearned income,  the allowance was approx-


                                    - 13 -





                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED

     
     imately 1.9% at June 30, 1997.  The allowance represents  approximately 
     226.1% of  total nonperforming loans at quarter end. The provision  for 
     loan losses for the  quarter ended June 30, 1996 was $450,000  compared 
     to $360,000 for the same period in 1996.  For the six months ended June 
     30, 1997 the provision totaled  $810,000,  compared to  $720,000 a year 
     earlier.  The increased provision,  from year earlier levels,  reflects 
     the significant loan growth incurred over the last year notwithstanding 
     a decline in  the level of  nonperforming loans  from the  level of the 
     same period of the previous year. 

     The allowance for loan losses  represents  amounts available for future
     credit losses and  reflects  management's  ongoing  detailed  review of
     certain  individual credits,  as well as  analysis of the  historic net
     charge off  experience of  the portfolio,  an evaluation of current and
     anticipated  economic  conditions,  peer  group  statistics  and  other
     pertinent factors.  

     Loans  (or portions thereof)  deemed uncollectable  are charged against
     the allowance  while recoveries of  amounts previously  charged off are
     added to the allowance.  Provisions for loan losses charged to earnings
     are added  to the  allowance.  Amounts are charged off  once the proba-
     bility of loss has been determined, with consideration given to factors  
     such as  the  customer's  financial  condition,  underlying  collateral  
     and guarantees, and general and industry economic conditions.


     The  following  table  presents  information  concerning  nonperforming 
     loans and other real estate.

                                              6/30/97       12/31/96
                                              -------       --------
                                              (Dollars In Thousands)

               Non-Accrual                   $  4,323       $  3,792
               Past Due 90 Days                 1,214          1,414
               Restructured                       130            133
                                             --------       --------
                 Total Nonperforming
                    Loans                    $  5,667       $  5,339
                                             ========       ========

                 Other Real Estate           $  1,794       $  1,476
                                             ========       ========
              
     The majority of the Company's  nonperforming loans consist of  commercial  
     and  commercial real estate loans.  There is no distinct concentration as 
     to type of borrower within these classifications.

                                    - 14 -





                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED

     OTHER INCOME AND EXPENSE
     ------------------------

     Other income for the  six months ended  June 30, 1997, was  $3,363,000,  
     $151,000  more than the  $3,212,000 recorded  in the same  period  last 
     year. Increases  in other income  included a $94,000  increase in Trust   
     Department income over  prior  year  levels  and  an increase  in other 
     income of $105,000. The largest source of other income  continues to be  
     service charges, which declined $74,000 from prior year levels.  During 
     the second quarter of 1997 steps  were taken  to reverse the decline in 
     service  charges.  As a result,  service  charge  income  in the  third  
     quarter is expected to increase to at least the prior year levels.

     Other expense for  the three months ended June 30, 1997 was $7,723,000, 
     compared to  $7,603,000 for the  same quarter last year, an increase of 
     $120,000, or 1.6%.  Salaries and employee benefits expense, the largest 
     component of other operating expense, increased  $58,000 to  $4,019,000 
     for the three months  ended  June 30, 1997, from  $3,961,000 during the 
     same period of 1996.  The principal cause of increased  salaries is the
     addition of three new branches since December of 1996.
     
     Advertising  expense increased  to $146,000 to $347,000  as compared to 
     $201,000 for the same quarter last year. This increased expenditure was 
     in support of the Company  opening one branch and moving another during 
     the quarter.  Advertising  expenses  are expected to  decrease  to more 
     traditional  levels over  the remainder  of the  year as no  additional 
     branch expansion is scheduled. Net occupancy expense increased $127,000
     to $587,000  as compared to $460,000  for the same period  of the prior
     year. This is again,  primarily, a result of the  branch expansion. Al-
     though the increase includes certain one time expenses that may not  be 
     repeated,  occupancy expenses  are projected to remain above prior year 
     levels.  OREO expenses  decreased $186,000  from the  second quarter of 
     1996 as that  quarter included  a one time charge  incurred to rehabil-
     atate a property to salable condition.

     INCOME TAX EXPENSE
     ------------------

     Income  tax  expense  for the  three  months  ended  June 30, 1997, was 
     $1,294,000  as compared to  $1,335,000 for  the quarter  ended June 30, 
     1996. For the six months  ended  June 30, 1997, income tax  expense was  
     $2,645,000  compared to  $2,729,000 in 1996.  The effective  income tax 
     rate for the periods ended June 30, 1997 and 1996 were 33.1% and 35.8%, 
     respectively. The decrease in the effective tax rate is attributable to 
     somewhat lower State income taxes.




                                    - 15 -





                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED

     CAPITAL AND LIQUIDITY
     ---------------------

     At June 30, 1997, stockholders' equity was  $86,176,000 as  compared to 
     $85,439,000  at December 31, 1996, an increase of $737,000, or .9%. The 
     increase  in  stockholders' equity  is a  result  of the  retention  of
     earnings of $2,993,000,  treasury stock sales of $307,000,  a reduction 
     of the ESOP balance of $168,000, and a change in the  market  valuation 
     of securities  available  for  sale, net  of  deferred  tax expense, of 
     $187,000. These were offset by treasury stock purchases of $2,918,000. 
     
     The following table sets forth the  Company's risk based capital ratios  
     as of June 30, 1997  and the regulatory guidelines for well capitalized 
     institutions.

                                     Evergreen           Well Capitalized
          Risk-Based               Bancorp, Inc.             Regulatory
            Ratios                 June 30, 1997             Guidelines 
          ----------               -------------         ----------------  

          Leverage Ratio                8.7 %                  5.0 %

          Tier 1                       13.6 %                  6.0 %

          Total Capital                14.9 %                 10.0 %

     Average  federal funds sold for the  six months ended June 30, 1997 was 
     $31,112,000, as  compared to  $14,308,000  for  the  six  months  ended 
     June 30, 1996. Net cash provided by operating activities was $8,364,000 
     for the six months ended June 30, 1997 as compared to net cash provided 
     of  $6,600,000 for  the six months ended June 30, 1996. Largely  due to 
     increases in secuities balances,  net cash used by investing activities  
     was $72,043,000 for the  six months ended  June 30, 1997 as compared to 
     net cash used of  $17,105,000 for the  same period last year.  Net cash 
     provided by financing activities was  $45,512,000 for the six months of 
     1997 as compared to cash used of $2,713,000 for the six months of 1996. 
     The increase in cash provided  by financing  activities  resulted prim-
     arily from  a $57,421,000  net increase  in  cash inflows from  deposit 
     accounts. The level of  cash and  cash equivalents  was  $37,963,000 at 
     June 30, 1997 as compared to $30,403,000 at June 30, 1996.

     Evergreen Bank,  N.A. is the principal  source of funds to  the Company 
     and,  if it cannot pay  dividends to the  Company, the Company  will be 
     unable to pay dividends to its stockholders.





                                    - 16 -





                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED


     RATE VOLUME ANALYSIS
     --------------------

     For the  purposes of the following  analysis, Securities Available  for 
     Sale are stated at  average amortized cost and  Stockholders' Equity is 
     unadjusted for the effects of SFAS No. 115.

     Non-accrual  loans  are  included in  the  following  analysis  and the 
     average balance of these loans is deemed immaterial.

     Portions of income earned  on certain  Commercial Loans, US  Government 
     Obligations, and Obligations  of State and  Political  Subdivisions are  
     exempt from Federal and/or State taxation. Appropriate adjustments have  
     been  made to reflect the  equivalent  amount  of  taxable income  that 
     would  have  been  necessary to  generate  an equal amount of after tax 
     income.  The taxable  equivalent  adjustment is  based  on  a  marginal 
     Federal income tax rate of 35.0% in 1997 and 1996 along with a marginal 
     State income tax rate of 9.0% for 1997 and 9.225% for 1996.

     The following table sets  forth the dollar amounts  of interest  income 
     (on  a  taxable equivalent  basis) and  interest  expense  and  changes 
     therein  resulting from  changes in  volume and  changes in  rate.  The 
     change in interest  due to both rate  and volume has been allocated  to 
     change  due to  volume and change due to rate  based on the  percentage 
     relationship of such variances to each other.


                            




















                                    - 17 -





                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED

     Analysis of Variance in Net Interest Income Due to Volume and Rates



                                      For the three months ended           
                                   June 30, 1997  VS  June 30, 1996
                                        
                                   INCREASE / (DECREASE)    TOTAL
                                     DUE TO CHANGE IN      INCREASE/
                                     VOLUME       RATE    (DECREASE)  
                                   ---------------------  ----------
     Interest Earned:
     Loans 
       Taxable                      $  808       $ (218)     $  590     
       Tax-Exempt                      (53)          (8)        (61)     
     Investment Securities    
       Taxable                         806          169         975     
       Tax-Exempt                      (69)         (38)       (107)    
     Federal Funds Sold &                                                  
       Interest-Bearing Deposits       294            8         302 
                                    ------       ------      ------ 
     Changes in Total Interest 
     Income                          1,786          (87)      1,699  
                                    ------       ------      ------ 
     Less Interest Expense Incurred:
     Regular Savings, NOW and MMDAs     68           33         101       
     Time Deposits                   1,101          215       1,316  
     Short-Term Borrowings              13            -          13    
     Long Term Debt                     50          (18)         32      
                                    ------       ------      ------
     Changes in Total Interest      
     Expense                         1,232          230       1,462  
                                    ------       ------      ------ 
     Changes in Net Interest 
     Income                         $  554       $ (317)     $  237 
                                    ======       ======      ======













                                    - 18 -





                            EVERGREEN BANCORP, INC.                        
                     MANAGEMENT'S DISCUSSION AND ANALYSIS
               OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   CONTINUED


     Analysis of Variance in Net Interest Income Due to Volume and Rates


                                        For the six months ended    
                                    June 30, 1997  VS  June 30, 1996
                                        
                                   INCREASE / (DECREASE)     TOTAL
                                     DUE TO CHANGE IN       INCREASE/
                                     VOLUME       RATE     (DECREASE)  
                                   ---------------------   ----------
     Interest Earned:
     Loans and Leases
       Taxable                      $2,002       $ (370)     $1,632     
       Tax-Exempt                     (125)         (29)       (154)     
     Investment Securities    
       Taxable                         755          283       1,038     
       Tax-Exempt                     (213)         (52)       (265)    
     Federal Funds Sold &             
       Interest-Bearing Deposits       453            8         461 
                                    ------       ------      ------ 
     Changes in Total Interest 
     Income                          2,872         (160)      2,712  
                                    ------       ------      ------ 
     Less Interest Expense Incurred:
     Regular Savings, NOW and MMDAs     91           74         165       
     Time Deposits                   1,757          168       1,925  
     Short-Term Borrowings              20            1          21    
     Long Term Debt                     93          (88)          5      

     Changes in Total Interest      ------       ------      ------
     Expense                         1,961          155       2,116  
                                    ------       ------      ------ 
     Changes in Net Interest 
     Income                         $  911       $ (315)     $  596 
                                    =======       ======     ======













                                    - 19 -





                             EVERGREEN BANCORP, INC.
                MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED          
                Average Balances Three Months Ended June 30, 1997             
               
                                              Interest     Average     
                                  Average      Income/       Yield/   
                                  Balance      Expense        Rate  
     Assets:                      -------      -------      -------
     Loans 
       Taxable                   $642,039      $14,313        8.94%     
       Tax Exempt                  12,659          240        7.60%
     Securities                                         
       Taxable                    232,107        3,962        6.85%     
       Tax Exempt                   9,405          199        8.49%
     Federal Funds Sold &                                               
       Interest Bearing Deposits   34,683          475        5.49%
                                 --------      -------   
     Total Earning Assets         930,893       19,189        8.27%
                                               -------
     Allowance for Loan                      
       Losses                     (12,866)                         
     Cash and Due from Banks       23,881                
     Other Non-Earning Assets      33,957                     
                                 --------
          Total Assets           $975,865                     
                                 ========  
     Liabilities and
     Stockholders' Equity:
     Regular Savings, NOW
       and MMDAs                 $348,527        2,431        2.80%
     Time Deposits                405,658        5,664        5.60%     
     Short-Term Borrowings          4,918           62        5.06%
     Long Term Debt                25,866          421        6.53%     
                                 --------      -------    
     Total Interest                                           
       Bearing Liabilities        784,969        8,578        4.38%
                                               -------        -----
     Demand Deposits               91,061                     
     Other Liabilities             14,182                
     Stockholders' Equity          85,653                     
                                  
     Total Liabilities and       --------
       Stockholders' Equity      $975,865                
                                 ========
     Net Interest Income (Tax                
       Equivalent Basis)                        10,611             
     Tax Equivalent Adjustment                    (129)            
                                               -------
     Net Interest Income                       $10,482             
                                               =======        
     Net Interest Rate Spread                                 3.89%     
                                                              =====
     Net Interest Margin                                      4.57%
                                                              =====
                                    - 20 -





                             EVERGREEN BANCORP, INC.
                MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED          
                Average Balances Three Months Ended June 30, 1996 
                
                                               Interest     Average     
                                  Average      Income/       Yield/   
                                  Balance      Expense        Rate  
     Assets:                      -------      -------      -------
     Loans 
       Taxable                   $607,198      $13,723        9.09%     
       Tax Exempt                  15,464          301        7.83%
     Securities                                         
       Taxable                    184,847        2,987        6.50%     
       Tax Exempt                  12,522          306        9.83%
     Federal Funds Sold &          
       Interest Bearing Deposits   13,221          173        5.26%     
                                 --------      -------   
     Total Earning Assets         833,252       17,490        8.44%
                                               -------
     Allowance for Loan                      
       Losses                     (12,455)                         
     Cash and Due from Banks       29,419                
     Other Non-Earning Assets      31,075                     
                                 --------
          Total Assets           $881,291                     
                                 ========  
     Liabilities and
     Stockholders' Equity:
     Regular Savings, NOW
       and MMDAs                 $339,371        2,330        2.76%
     Time Deposits                326,949        4,348        5.35%     
     Short-Term Borrowings          3,893           49        5.06%
     Long Term Debt                22,869          389        6.84%     
                                 --------      -------    
     Total Interest                                           
       Bearing Liabilities        693,082        7,116        4.13%
                                               -------        -----
     Demand Deposits               92,221                     
     Other Liabilities             12,552                
     Stockholders' Equity          83,436                     
                                  
     Total Liabilities and       --------
       Stockholders' Equity      $881,291                
                                 ========
     Net Interest Income (Tax                
       Equivalent Basis)                        10,374             
     Tax Equivalent Adjustment                    (194)            
                                               -------
     Net Interest Income                       $10,180             
                                               =======        
     Net Interest Rate Spread                                 4.31%     
                                                              =====
     Net Interest Margin                                      5.01%
                                                              =====
                                    - 21 -





                             EVERGREEN BANCORP, INC.
                MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED  
                 Average Balances Six Months Ended June 30, 1997

                                               Interest     Average     
                                  Average      Income/       Yield/   
                                  Balance      Expense        Rate  
     Assets:                      -------      -------      -------
     Loans 
       Taxable                   $642,904      $28,757        9.02%     
       Tax Exempt                  12,132          454        7.55%
     Securities 
       Taxable                    211,889        7,182        6.84%     
       Tax Exempt                   8,353          370        8.93%
     Federal Funds Sold &                                               
       Interest Bearing Deposits   31,190          843        5.45
                                 --------      -------   
     Total Earning Assets         906,468       37,606        8.37%
                                               -------        -----
     Allowance for Loan                      
       Losses                     (12,697)                         
     Cash and Due from Banks       26,840                
     Other Non-Earning Assets      33,359                     
                                 --------
          Total Assets           $953,970                     
                                 ========  
     Liabilities and
     Stockholders' Equity:
     Regular Savings, NOW
       and MMDAs                 $346,680        4,840        2.82%
     Time Deposits                388,003       10,733        5.58%     
     Short-Term Borrowings          4,464          113        5.10%
     Long Term Debt                25,925          812        6.32%     
                                 --------      -------    
     Total Interest
       Bearing Liabilities        765,072       16,498        4.35%
                                               -------        -----
     Demand Deposits               89,917                     
     Other Liabilities             13,399                
     Stockholders' Equity          85,582
     Total Liabilities and       --------
       Stockholders' Equity      $953,970                
                                 ========
     Net Interest Income (Tax                
       Equivalent Basis)                        21,108             
     Tax Equivalent Adjustment                    (245)            
                                               -------
     Net Interest Income                       $20,863             
                                               =======        
     Net Interest Rate Spread                                 4.02%     
                                                              =====
     Net Interest Margin                                      4.70%
                                                              =====

                                    - 22 -





                              EVERGREEN BANCORP, INC.
                 MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED  
                 Average Balances Six Months Ended June 30, 1996

                                               Interest     Average     
                                  Average      Income/       Yield/   
                                  Balance      Expense        Rate  
     Assets:                      -------      -------      -------
     Loans 
       Taxable                   $596,829      $27,125        9.14%     
       Tax Exempt                  15,398          608        7.94%
     Securities 
       Taxable                    188,980        6,144        6.54%     
       Tax Exempt                  13,036          635        9.80%
     Federal Funds Sold &                                               
       Interest Bearing Deposits   14,391          382        5.34%
                                 --------      -------   
     Total Earning Assets         828,634       34,894        8.47%
                                               -------        -----
     Allowance for Loan                      
       Losses                     (12,314)                         
     Cash and Due from Banks       29,532                
     Other Non-Earning Assets      31,932                     
                                 --------
          Total Assets           $877,784                     
                                 ========  
     Liabilities and
     Stockholders' Equity:
     Regular Savings, NOW
       and MMDAs                 $339,614        4,675        2.77%
     Time Deposits                323,583        8,808        5.47%     
     Short-Term Borrowings          3,651           92        5.07%
     Long Term Debt                23,067          807        7.04%     
                                 --------      -------    
     Total Interest
       Bearing Liabilities        689,915       14,382        4.19%
                                               -------        -----
     Demand Deposits               92,309                     
     Other Liabilities             12,368                
     Stockholders' Equity          83,192                     

     Total Liabilities and       --------
       Stockholders' Equity      $877,784                
                                 ========
     Net Interest Income (Tax                
       Equivalent Basis)                        20,512             
     Tax Equivalent Adjustment                    (399)            
                                               -------
     Net Interest Income                       $20,113             
                                               =======        
     Net Interest Rate Spread                                 4.28%     
                                                              =====
     Net Interest Margin                                      4.98%
                                                              =====
                                    - 23 -     





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

     The Annual Meeting of Stockholders  was held on  May 8, 1997  to consider
     the following matters;

     Stockholders of the Company were asked to consider the Company's nominees 
     for director  and to elect directors,  each to serve for a term  of three 
     years.  The  Company's  nominees  for  director  were  all  elected  by a 
     plurality of the votes presented.

     Stockholders of the Company  were asked to approve  the Company's amended
     and restated 1995 Stock Incentive Plan.  The amended plan was approved by 
     a plurality of the votes presented.

     Stockholders of the Company were asked to approve amendments  to the 1995 
     Directors Stock Option Plan.  The amendments to the plan were approved by
     a plurality of the votes presented.





































                                    - 24 -     


                                  

                                        
                                  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 duly authorized.



                                   EVERGREEN BANCORP, INC.

     


      August 11, 1997              /S/George W. Dougan
      ---------------              -----------------------------------
          Date                             George W. Dougan
                                   President & Chief Executive Officer
                                      (Principal Executive Officer)



      August 11, 1997               /S/George L. Fredette
      ---------------               --------------------------------
          Date                             George L. Fredette 
                                    Senior Vice President, Treasurer 
                                        (Chief Financial Officer)



























                                    - 25 -




                                        
Exhibit 11 - Earnings per Share


                            EVERGREEN BANCORP, INC.
                  COMPUTATION OF NET INCOME PER COMMON SHARE        
               (Dollars in Thousands, Except Per Share Amounts)


                                             Six Months Ended June 30,
                                        ___________________________________

                                              1997               1996
                                          ____________       ____________

Net Income Per Common Share:            
Weighted Average Common Shares 
Outstanding                                 9,047,000          9,287,000
                                          ============       ============
Net Income                                    $ 5,354           $  4,898
                                          ============       ============
Net Income per Common Share                   $   .59           $    .53
                                          ============       ============

Net Income Per Common Share - Primary:   
Weighted Average Common Shares 
Outstanding                                 9,047,000          9,287,000
Common Stock Equivalents - Primary            163,000             52,000
                                          ------------       ------------
Weighted Average Common Shares and
Common Share Equivalents Outstanding        9,210,000          9,339,000
                                          ============       ============
Net Income                                    $ 5,354           $  4,898
                                          ============       ============
Net Income per Common Share                   $   .58           $    .52
                                          ============       ============

Net Income Per Common Share - Fully Diluted:
Weighted Average Common Shares 
Outstanding                                 9,047,000          9,287,000
Common Stock Equivalents - Fully Diluted      189,000             84,000
                                          ------------       ------------
Weighted Average Common Shares and
Common Share Equivalents Outstanding        9,236,000          9,371,000
                                          ============       ============
Net Income                                    $ 5,354           $  4,898
                                          ============       ============
Net Income per Common Share                   $   .58           $    .52
                                          ============       ============