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       March 31, 1998

		     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 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 the Issuer's classes of common 
stock, as of the latest practicable date:


Class of Common Stock                      Number of Shares Outstanding
					       as of April 30, 1998
$3.33 1/3 Par Value                                8,765,963




















				   INDEX

								    Page No.
PART I    FINANCIAL INFORMATION                         
Item 1    Financial Statements (unaudited):

	  Consolidated Statements of Income for the Three
	  Months Ended March 31, 1998, and 1997                        1 

	  Consolidated Statements of Financial Condition
	  as of March 31, 1998, and December 31, 1997                 2-3

	  Consolidated Statements of Cash Flows for the
	  Three Months Ended March 31, 1998, and 1997                 4-5

	  Notes to Consolidated Interim Financial Statements          6-7

	  Report of Independent Auditors                               8

Item 2    Management's Discussion and Analysis of Financial              
	  Condition and Results of Operation                          9-15


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 - None 

Item 5    Other Information - None

Item 6(a) Exhibits - The following exhibits are submitted herewith:
			
	  Exhibit 27 - Financial Data Schedule
	  Exhibit 99 - Press release dated April 17, 1998, regarding
			the adoption of a Shareholder Rights Plan.

Item 6(b) Reports on Form 8-K - None















				       


			 CONSOLIDATED STATEMENTS OF INCOME
			     (DOLLARS IN THOUSANDS)
			    (EXCEPT PER SHARE DATA)
										
						      FOR THE THREE MONTHS
							 ENDED March 31, 
						       1998          1997
							   (UNAUDITED)
Interest Income:                           
  Interest and Fees on Loans                           $14,763       $14,598
  Interest on Investment Secrurities                     4,865         3,327
  Interest on Federal Funds Sold & Bank Deposits           173           368
Total Interest Income                                   19,801        18,301

Interest Expense:
  Interest on Deposits:
	Regular Savings, Interest Checking and
	  Money Market Deposit Accounts                  2,384         2,409
	Other Time                                       6,189         5,069
  Interest on Short-Term Borrowings                        121            51
  Interest on Long-Term Debt                               409           931
Total Interest Expense                                   9,103         7,920
    Net Interest Income                                 10,698        10,381

Provision for Loan Losses                                  495           360
    Net Interest Income After Provision 
      for Loan Losses                                   10,203        10,021
Other Income:
  Trust Department Income                                  740           657
  Service Charges on Deposit Accounts                      746           641
  Other                                                    400           408
	Total Other Income                               1,886         1,706
								    
Other Expenses:
  Salaries and Employee Benefits                         4,070         4,043
  Net Occupancy Expense                                    604           585
  Equipment Expense                                        524           496
  Professional Services                                    196           300
  Data Processing                                          617           580
  Supplies and Printing                                    213           212
  Advertising                                              254           263
  Postage                                                  143           148  
  OREO Writedowns and Expenses, Net                         85            51
  Other                                                    935         1,016
     Total Other Expenses                                7,641         7,694

Income Before Taxes                                      4,448         4,033
Applicable Income Taxes                                  1,472         1,351
    Net Income                                         $ 2,976       $ 2,682

Earnings Per Common Share:
Average Shares Outstanding                               8,866         9,083
Basic Income Per Share                                 $   .34       $   .30 
Diluted Income Per Share                               $   .33       $   .29

See accompanying notes to consolidated interim financial statements.

				      1


		  CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
			     (DOLLARS IN THOUSANDS)


						     3/31/98        12/31/97
						   (UNAUDITED)
Assets                                

Cash and Cash Equivalents:
Cash and Due From Banks                             $ 29,104      $   26,596
Federal Funds Sold                                    16,800               -

	Total Cash and Cash Equivalents               45,904          26,596

Securities:
Securities Available For Sale (Amortized 
  cost of $271,851 and $246,567 at 3/31/98  
  and 12/31/97, respectively)                        273,085         248,245
Securities Held to Maturity (Fair market
value of $27,859 and $35,586 at 3/31/98 and
  12/31/97, respectively)                             27,007          34,655
	
Loans:
  Commercial                                         227,778         233,296  
  Mortgage                                           316,865         310,839
  Installment                                        136,806         136,480 
  Other                                                  114             263

	Total Loans                                  681,563         680,878

Less:
  Allowance for Loan Losses                          (13,039)        (12,831)
  Unearned Income on Loans                            (1,599)         (1,839) 
	
	Loans, net                                   666,925         666,208

Bank Premises and Equipment                           16,445          16,308
Other Real Estate Owned                                  667           1,067
Other Assets                                          18,274          17,082
	
	Total Assets                              $1,048,307      $1,010,161

							  (Continued)














				      2


		  CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
			     (DOLLARS IN THOUSANDS)

Liabilities

Deposits:                                    
  Demand                                          $   93,089      $  102,345
  Regular Savings, Now Accounts and Money
    Market Deposit Accounts                          363,575         339,470
  Certificates of Deposit over $100,000              133,925         110,189
  Other Time                                         319,889         301,672
					  
	Total Deposits                               910,478         853,676

Federal Funds Purchased and Other Short
  Term Borrowings                                      9,053          27,208
Accrued Taxes and Other Liabilities                   17,428          15,311
Long-Term Debt                                        25,465          25,710

					
	Total Liabilities                            962,424         921,905

Stockholders' Equity
Common Stock $3.33 1/3 Par Value: Shares Authorized
  20,000,000, Shares Issued: 9,633,966 at March
  31, 1998 and December 31, 1997                      32,113          32,113    
Surplus                                                6,787           6,787
Undivided Profits                                     60,758          59,225
Accumulated Other Comprehensive Income                   555           1,007
Treasury Stock (868,003 shares at March 31, 1998 
  and 727,256 shares at December 31, 1997)           (13,867)        (10,236)
Common Stock Subscribed by ESOP                         (463)           (640) 
	
    Total Stockholders' Equity                        85,883          88,256
	
    Total Liabilities and Stockholders' Equity    $1,048,307      $1,010,161


See accompanying notes to consolidated interim financial statements.


















				      3


		      CONSOLIDATED STATEMENTS OF CASH FLOW
			     (DOLLARS IN THOUSANDS)

FOR THE THREE MONTHS ENDED MARCH 31,                   1998            1997
(Unaudited)    
Cash Flows from Operating Activities:                        
Net Income . . . . . . . . . . . . . . . . . . . . . . $  2,976     $  2,682
Adjustments to Reconcile Net Income to Net 
Cash Provided by Operating Activities:
   Net Change in Unearned Loan Fees. . . . . . . . . .       24           17
   Net Change in Other Assets and Other Liabilities. .    1,063          820
   Increase in Deferred Tax Benefit. . . . . . . . . .     (146)        (254)
   Gain on Sale of Loans, Securities and OREO. . . . .      (25)           -
   Write-Down of Other Real Estate . . . . . . . . . .       50            -
   Depreciation. . . . . . . . . . . . . . . . . . . .      468          445
   Provision for Loan Losses . . . . . . . . . . . . .      495          360
   Amortization of Premiums & Accretion of 
     Discounts on Securities, Net. . . . . . . . . . .      203          108  
	Net Cash Provided By Operating Activities. . .    5,108        4,178

Cash Flows From Investing Activities:
Proceeds From:
  Sales of Securities Available for Sale . . . . . . .   12,431            -
  Maturities of Securities Available for Sale. . . . .   30,985       10,913
  Maturities of Securities Held to Maturity. . . . . .    7,635          595 
Purchases of Securities Available for Sale . . . . . .  (68,880)     (24,675)
Purchases of Securities Held to Maturity . . . . . . .        -       (3,000)
Proceeds From Sales of Loans . . . . . . . . . . . . .    2,909          375
Change in Credit Card and Check Overdraft Receivables.      345           21 
Proceeds From Sales of Other Real Estate . . . . . . .      341            -
Net Increase in Loans. . . . . . . . . . . . . . . . .   (4,466)      (4,526)
Capital Expenditures . . . . . . . . . . . . . . . . .     (605)        (785)

	Net Cash Used By Investing Activities           (19,305)     (21,082)

Cash Flows From Financing Activities:
Net Increase in Deposits . . . . . . . . . . . . . . .   56,802       28,084
Net (Decrease)/Increase in Short-Term Borrowings . . .  (18,155)          72
Payments on Long Term Debt . . . . . . . . . . . . . .      (68)        (160)
Proceeds from Sale of Treasury Shares. . . . . . . . .      316          228
Payments for Purchase of Treasury Shares . . . . . . .   (4,054)      (1,524)
Dividends Paid . . . . . . . . . . . . . . . . . . . .   (1,336)      (1,186)

	Net Cash Provided By Financing Activities        33,505       25,514

Net Increase in Cash and Cash Equivalents. . . . . . .   19,308        8,610
Cash and Cash Equivalents at Beginning of Year . . . .   26,596       56,130
Cash and Cash Equivalents at End of Quarter. . . . . . $ 45,904     $ 64,740

							     (Continued)






								  (Continued)
				      4


		      CONSOLIDATED STATEMENTS OF CASH FLOW
			     (DOLLARS IN THOUSANDS)

Supplemental Disclosure of Cash Flows:
Interest Paid. . . . . . . . . . . . . . . . . . . . . $  8,828     $  7,719
Taxes Paid . . . . . . . . . . . . . . . . . . . . . .      853           21

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  $218,000 during  the three months  ended
March 31, 1997. No such transfers occurred during 1998.

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 
$177,000  and $168,000 during the three months  ended March 31, 1998 and 1997,
respectively.

As a result of  the adoption of  Statement of  Financial Accounting  Standards 
No. 115,  securities  available  for sale  are  recorded  at  fair  value. The 
unrealized gain  on these  securities  was  $1,234,000  at March 31, 1998. The 
adjustment to  Accumulated Other Comprehensive Income, for the unrealized loss
was $740,000, net of deferred income tax expense of $494,000.

At  March 31, 1997, these securities  had an unrealized loss of  $955,000. The 
adjustment to Accumulated Other Comprehensive Income, net of the  deferred tax
benefit of $382,000, was $537,000.

See accompanying notes to consolidated interim financial statements.





























				      5


	      NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
				 (UNAUDITED)

1. Financial Statement Presentation

The  accompanying  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 consolidated 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 financial position  as of  March 31, 1998, the  results of
operations  for the three months ended  March 31, 1998 and 1997 and cash flows
for the three months ended  March 31, 1998 and 1997. 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. 1997 Annual Report and Form 10-K.

2.    Payment of Dividends.

The  Registrant  is a  legal  entity  separate  and  distinct  from  its' bank
subsidiary. The  principal source  of cash flow  of the  Registrant, including
cash flow  to pay dividends  to its stockholders, is dividends from  Evergreen
Bank, N.A.  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, N.A.  the Company  would not  be able  to pay
dividends to its stockholders.

3. Comprehensive Income

On  January 1, 1998,  the Company  adopted  the  provisions  of  Statement  of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income.) This
statement  establishes standards  for reporting  and display of  comprehensive
income  and its  components. Comprehensive  income  includes the  reported net
income of a  company  adjusted for  items that are currently  accounted for as
direct entries to equity such as the  mark to market  adjustment on securities
available  for sale,  foreign currency  items  and  minimum  pension liability
adjustments. At the Company, comprehensive income  represents  net income plus
other  comprehensive  income, which consists of  the  net change in unrealized
gains or losses on securities available for sale for the period and changes to
the  minimum pension liability  adjustments. Accumulated  other  comprehensive
income represents the net unrealized gains  or losses on  securities available
for sale and the net  minimum pension liability  adjustments as of the balance
sheet dates.

Comprehensive income for the three months  ended  March 31, 1998 and March 31,
1997 was $2,524,000 and $2,085,000, respectively.



				    
				      6


	      NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
				 (Unaudited)
				 (Continued)

4. Earnings Per Share

The following table  shows the reconciliation of  basic to diluted earings per
share:

		  Computation of Net Income Per Common Share
		(Dollars in Thousands, except Per Share Amounts)

						Three Months Ended March 31,

						    1998            1997
Basic Earnings Per Share
Average Shares Outstanding                        8,866,000       9,083,000
Net Income                                         $  2,976        $  2,682
Basic Earnings Per Share                           $    .34        $    .30

Diluted Earnings Per Share           
Average Shares Outstanding                        8,866,000       9,083,000
Dilutive Effect of Stock Options                    162,000         112,000
Average Potential Shares                          9,028,000       9,195,000
Net Income                                         $  2,976        $  2,682
Diluted Earnings Per Share                         $    .33        $    .29































				      7


		       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 March 31, 1998  and the related 
consolidated statements of income for the three-month periods ended  March 31, 
1998 and 1997,  and the  consolidated statements of  cash flows for the three-
month  periods ended  March 31,  1998  and 1997. 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 analytical 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 accounting 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, 1997, and  the  related 
consolidated  statements of income,  changes in stockholders' equity, and cash 
flows for the year  then ended (not presented herein); and in our report dated 
January 23, 1998, we expressed  an unqualified opinion  on those  consolidated 
financial  statements. In our  opinion,  the  information  set  forth  in  the 
accompanying consolidated statement of financial condition as of  December 31, 
1997, is  fairly  presented, in  all  material  respects, in  relation  to the 
consolidated statement of financial condition from which it has been derived.

      
/s/ KPMG PEAT MARWICK LLP
Albany, New York
May 8, 1998

















				      8


		    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 discussions herein  refer 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  anticipated," "est-
imate," "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  conditions  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 anticipated 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 obligation to
publicly release the result of any revisions which may be made to any forward-
looking  statements to  reflect events or circumstances 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 quarter ended  March 31, 1998, was  $2,976,000  compared to 
$2,682,000  for the  same quarter  last year. This represents  an increase  of 
$294,000 or 11.0%. The primary reasons for the increase from the first quarter 
of 1997 were an increase in net interest income of $317,000 and an increase in
other operating  income of  $180,000. These increases were partially offset by
an increase in the  provision for loan losses  of $135,000. As a result of the
changes noted, pretax income increased $415,000  or 10.3%.  Diluted net income
per share for the quarter ended  March 31, 1998, was $.33 compared to $.29 per
share for the March 31, 1997  quarter. This represents  an increase of  13.8%.
The  annualized  return  on  average  assets  for the  first quarter is  1.18%
compared  to 1.17%  for the first quarter  last year. The annualized return on
average  stockholders' equity  for the  first  quarter  of 1998  was  13.7% as
compared to 12.7% for the same period in 1997. 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 first quarter of 1998 was  $10,698,000 compared to 
$10,381,000 for the same period of 1997, an increase of $317,000. On a taxable 
equivalent basis, net  interest income was  $10,840,000 for the  quarter ended 
March 31, 1998  compared to  $10,497,000 for the quarter ended March 31, 1997.

				      9


		    MANAGEMENT'S DISCUSSION AND ANALYSIS
			 OF FINANCIAL CONDITION AND 
			    RESULTS OF OPERATIONS
				  CONTINUED 
					    
This represents a increase of  $343,000 or  3.3%. The increase in net interest 
income on a  taxable equivalent basis  resulted primarily from  an increase in 
volume as the net interest margin  declined by  34 basis points. Rates paid on
costing  liabilities  rose 16  basis points  while rates  received  on earning
assets  declined  by  20 basis points. The increase  in rates paid  on costing
liabilities  was a result of  liabilty growth being concentrated in the higher
cost time deposit  category. Average  time deposits  increased  $68,706,000 or
18.6% due primarily promotions  relating to  branch openings  during 1997. The
decrease in rates received on  earning  assets  was  primarily attributable to
a larger proportion of lower yielding  investment securities. Average  taxable
investment securities increased $88,513,000 or 46.2%

ALLOWANCE FOR LOAN LOSSES

The Company's  allowance  for  loan  losses at  March 31, 1998, has  increased 
$208,000 to  $13,039,000  from the  December 31,  1997 level. As a  percent of
total loans, net of  unearned income, the allowance was  approximately 1.9% at
March 31, 1998. The  allowance represents  approximately 229.8% of the nonper-
forming loans at quarter end. The provision for  loan losses  for the quarters
ended  March 31, 1998  and 1997  was $495,000 and  $360,000, respectively. The
increase  in the  provision  is a  reflection of continued  loan growth  and a
somewhat higher level  of consumer installment loan  charge-offs during recent
periods.

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  uncollectible  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  probability  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  non-performing  loans and 
other real estate:
						    3/31/98       12/31/97
						    (Dollars In Thousands)

			Non-Accrual                $  4,821        $ 4,838
			Past Due 90 Days                854            951
						  
			  Total Non-Performing
			    Loans                  $  5,675        $ 5,789 
		
			Other Real Estate          $    667        $ 1,067

				      10


		    MANAGEMENT'S DISCUSSION AND ANALYSIS
			 OF FINANCIAL CONDITION AND 
			    RESULTS OF OPERATIONS
				  CONTINUED 


The majority of the Company's non-performing  loans consist  of commercial and 
commercial  real estate loans.  There is no  distinct concentration as to type 
of borrower within these classifications.

OTHER INCOME AND EXPENSE

Other income for the three months ended  March 31, 1998, was $1,886,000, comp-
ared to  $1,706,000 for the same quarter last year, an increase of $180,000 or
10.6%. This increase was largely due to an increase in trust income of $83,000
to $740,000 and an increase in service fee income of $105,000 to $746,000.  

Other expense for the three months ended  March 31, 1998 was $7,641,000, comp-
ared to  $7,694,000 for the  first three months  last year. This  represents a
decrease of $53,000 or 0.7%. Salaries and benefits  continue to  represent the
largest  portion  of  other  expense, however  the  increase  in this  expense
category from  prior year levels, was a  nominal 0.7%. Occupancy expense  rose
4.3% from prior year levels  due to the ongoing branch expansion program. Late
in the  first quarter  the Company  opened  its' twenty-eigth  banking office.
Other operating expenses declined $161,000 compared to the same quarter of the
prior year. 
						    
INCOME TAX EXPENSE

Income tax expense for the three months ended  March 31, 1998, was  $1,472,000 
as  compared to  $1,351,000  for the  three  months  ended  March 31, 1997, an
increase of  $121,000 or  9.0%.  The effective  income tax rate  for the first 
quarter of this year was 33.1% as compared to  33.5% for the same quarter last 
year. This decrease  in the effective income tax rate  is attributed to timing
differances and somewhat higher levels of tax exempt income.

CAPITAL AND LIQUIDITY

At  March 31,  1998,  stockholders'  equity  was  $85,883,000  as compared  to 
$88,256,000  at  December 31, 1997,  a  decrease  of  $2,373,000  or 2.7%. The
decrease in stockholders' equity  is primarily  a result of  the retention  of
earnings of $1,640,000 and a reduction of the ESOP balance of  $177,000  being
offset by net treasury share transactions of  $3,738,000 and a decrease in the
valuation of  securities  available for sale, net of  deferred  tax benefit of
$452,000.

The following table sets forth  the Company's risk based capital ratios  as of 
March 31, 1998 and the minimum regulatory guidelines:

				Evergreen        Well Capitalized
Risk-Based                    Bancorp, Inc.         Regulatory
 Ratios                      March 31, 1998         Guidelines 

Leverage Ratio                    8.1 %                 5.0 %
Tier 1                           13.1 %                 6.0 %
Total Capital                    14.4 %                10.0 %

				      11


		    MANAGEMENT'S DISCUSSION AND ANALYSIS
			 OF FINANCIAL CONDITION AND 
			    RESULTS OF OPERATIONS
				  CONTINUED 


Average  federal funds sold  for the  three months  ended  March 31, 1998  was 
$12,618,000 compared to $27,659,000 for the three months ended March 31, 1997. 
Net cash provided by operating activities was $5,108,000 for the first quarter
of 1998  as compared to  net cash provided of  $4,178,000 for the three months
ended  March 31, 1997. Net cash used  by investing activities was  $19,305,000
for the first quarter of 1998 as compared to net cash used of  $21,082,000 for
the same period last year. Although the amounts provided are substantially the
same, investing activity has increased significantly  due to increases in loan
and  investment  repayments  resulting  from  lower  interest  rates. Net cash
provided by financing activities was $33,505,000 for the first quarter of 1998
as compared to  $25,514,000  provided by  financing activities  for the  first
quarter of 1997. The  main source  of cash  provided by  financing  activities
continues to be from increases in deposits in the other time deposit category.
The  level of cash  and  cash equivalents  was  $45,904,000 at  March 31, 1998
compared to $64,740,000 at March 31, 1997.

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

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 analysis  and the  average balance  of 
these loans is deemed immaterial.

Portions of  income earned  on certain Commercial Loans, US Government Obliga-
tions 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% and a
marginal State income tax rate of 9.0%.

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.









				      12


		    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    
				    March 31, 1998  VS  March 31, 1997
					
				   INCREASE / (DECREASE)         TOTAL
				     DUE TO CHANGE IN           INCREASE/
				   VOLUME           RATE       (DECREASE)
Interest Earned:
Loans 
  Taxable                           $  370        $ (255)      $  115     
  Tax-Exempt                            74             -           74  
Investment Securities    
  Taxable                            1,493)           11        1,504 
  Tax-Exempt                            57           (29)          28 
Federal Funds Sold &                                                      
Interest-Bearing Deposits             (206)           11         (195)

Changes in Total Interest 
     Income                          1,788          (262)       1,526  

Less Interest Expense Incurred:
Regular Savings, NOW and MMDAs          52           (77)         (25)    
Time Deposits                          965           155        1,120
Short-Term Borrowings                   73            (3)          70 
Long Term Debt                          (8)           26           18  
Changes in Total Interest
     Expense                         1,082           101        1,183  

     Changes in Net Interest 
     Income                         $  706        $ (363)      $  343 





















				      13


		    MANAGEMENT'S DISCUSSION AND ANALYSIS
			 OF FINANCIAL CONDITION AND 
			    RESULTS OF OPERATIONS
				  CONTINUED 

Average Balances For The Three Months Ended March 31, 1998
 
					     Interest     Average     
				Average      Income/       Yield/   
				Balance      Expense        Rate  
     Assets:
     Loans 
       Taxable                  $660,436      $14,559        8.94%     
       Tax Exempt                 15,606          288        7.48%
     Securities                                         
       Taxable                   280,036        4,724        6.84%     
       Tax Exempt                  9,896          199        8.16%
     Federal Funds Sold &         
     Interest Bearing Deposits    12,618          173        5.56%     
				      
      Total Earning Assets       978,592       19,943        8.27%

     Allowance for Loan                      
       Losses                    (12,996)
     Cash and Due from Banks      22,329
     Other Non-Earning Assets     35,410

	  Total Assets        $1,023,335

     Liabilities and
     Stockholders' Equity:
     Regular Savings, NOW
       and MMDAs                $352,421        2,384        2.74%
     Time Deposits               438,859        6,189        5.72%     
     Short-Term Borrowings        10,028          121        4.89%
     Long Term Debt               25,491          409        6.51%     

     Total Interest                                           
       Bearing Liabilities       826,799        9,103        4.47%

     Demand Deposits              92,853
     Other Liabilities            16,903
     Stockholders' Equity         86,780 
     Total Liabilities and
       Stockholders' Equity   $1,023,335

     Net Interest Income (Tax                
       Equivalent Basis)                       10,840             
     Tax Equivalent Adjustment                   (142)            

     Net Interest Income                     $ 10,698

     Net Interest Rate Spread                                3.80%

     Net Interest Margin                                     4.49%


				      14


		    MANAGEMENT'S DISCUSSION AND ANALYSIS
			 OF FINANCIAL CONDITION AND 
			    RESULTS OF OPERATIONS
				  CONTINUED 

Average Balances For The Three Months Ended March 31, 1997

					     Interest     Average     
				Average      Income/       Yield/   
				Balance      Expense        Rate  
     Assets:
     Loans 
       Taxable                  $643,780      $13,402        9.19%     
       Tax Exempt                 11,598          307        8.06%
     Securities                                         
       Taxable                   191,523        3,157        6.58%     
       Tax Exempt                  7,214          329        9.77%
     Federal Funds Sold &         
     Interest Bearing Deposits    27,659          209        5.40%     
				      
      Total Earning Assets       881,774       17,404        8.49%

     Allowance for Loan                      
       Losses                    (12,527)
     Cash and Due from Banks      29,833 
     Other Non-Earning Assets     32,752

	  Total Assets          $931,832

     Liabilities and
     Stockholders' Equity:
     Regular Savings, NOW
       and MMDAs                $344,813        2,345        2.78%
     Time Deposits               370,153        4,460        5.60%     
     Short-Term Borrowings         4,004           43        5.06%
     Long Term Debt               25,985          418        7.22%     

     Total Interest                                           
       Bearing Liabilities       744,955        7,266        4.26%

     Demand Deposits              88,759
     Other Liabilities            12,608
     Stockholders' Equity         85,510 
     Total Liabilities and
       Stockholders' Equity     $931,832

     Net Interest Income (Tax                
       Equivalent Basis)                       10,497             
     Tax Equivalent Adjustment                   (116)            

     Net Interest Income                     $ 10,381

     Net Interest Rate Spread                                4.16%

     Net Interest Margin                                     4.83%


				      15


				 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.

 May 8, 1998                     /s/ George W. Dougan                
     Date                             George W. Dougan     
				      President and Chief Executive Officer 
				      (Principal Executive Officer)


 May 8, 1998                     /s/ George L. Fredette              
     Date                             George L. Fredette, 
				      Senior Vice President, Chief   
				      Financial Officer
				      (Principal Accounting Officer)









































Exhibit 99 - Press Release

Evergreen Bancorp                                                        NEWS

For Immediate Release                           Contact: George W. Dougan
							 Chaiman and CEO
							 (518) 792-1151

	EVERGREEN BANCORP, INC. ADOPTS SHAREHOLDER RIGHTS PLAN

Glens Falls, New York  (April 17, 1998) - George W. Dougan, Chairman and Chief
Executive Officer of Evergreen Bancorp, Inc. today announced that its Board of
Directors  has approved  a Shareholder  Rights  Plan  designed  to  discourage
takeovers that involve tactics that do not provide fair value to shareholders.
The plan is similar to plans adopted by many other publicly traded companies.

  "We believe  Evergreen has a strong banking franchise in its key markets and
that we have the people, products and  support systems necessary to prosper as
an  independent entity,"  Dougan stated. "Although the Bank  has  from time to
time held discussions  with various parties  about possible  business combina-
tions, the  Board of Directors  has determined  that the Share Rights Purchase
Plan is an effective and reasonable method to safeguard  the interests  of our
shareholders, employees and customers."

  Details of the Plan  will be  set forth  in filings with  the Securities and
Exchange Commission

  Evergreen bancorp, Inc. with headquarters in Glens Falls, New York, operates
28  banking  offices  in  northeastern  New York, including  Albany,  Clinton,
Columbia, Rensselaer, Saratoga, Schenectady, Warren, and Washington Counties.