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, 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 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, 1997
$3.33 1/3 Par Value                                9,030,222

				   INDEX

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

	  Consolidated Statements of Income for the Three
	  Months Ended March 31, 1997, and 1996                       1-2

	  Consolidated Statements of Financial Condition
	  as of March 31, 1997, and December 31, 1996                 3-4

	  Consolidated Statements of Cash Flows for the
	  Three Months Ended March 31, 1997, and 1996                 5-6

	  Notes to Consolidated Interim Financial Statements          7-8

	  Report of Independent Auditors                               9

Item 2    Management's Discussion and Analysis of Financial              
	  Condition and Results of Operation                         10-16


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 11 - Computation of Net Income Per Share
	  Exhibit 27 - Financial Data Schedule

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

<TABLE>
			 CONSOLIDATED STATEMENTS OF INCOME
			     (DOLLARS IN THOUSANDS)
			    (EXCEPT PER SHARE DATA)
<CAPTION>
										
						      FOR THE THREE MONTHS
							 ENDED March 31, 
						       1997          1996
<S>                                                    <C>           <C>
							   (UNAUDITED)
Interest Income:                           
  Interest and Fees on Loans                           $14,598       $13,618
  Interest on U.S. Government & Agency Obligations       3,028         2,916
  Interest on State & Municipal Obligations                204           330
  Interest on Other Bonds, Notes, & Debentures             103           126
  Interest on Federal Funds Sold & Bank Deposits           368           209

Total Interest Income                                   18,301        17,199

Interest Expense:
  Interest on Deposits:
	Regular Savings, NOW and Money Market
	  Deposit Accounts                               2,409         2,345
	Other Time                                       5,069         4,460
  Interest on Short-Term Borrowings                         51            43
  Interest on Long-Term Debt                               391           418

Total Interest Expense                                   7,920         7,266
	
    Net Interest Income                                 10,381         9,933

Provision for Loan Losses                                  360           360
	Net Interest Income After Provision for Loan
	  Losses                                        10,021         9,573

Other Income:
  Trust Department Income                                  657           549
  Service Charges on Deposit Accounts                      641           698
  Other                                                    408           328

	Total Other Income                               1,706         1,575

Other Expenses:
  Salaries and Employee Benefits                         4,043         3,820
  Net Occupancy Expense                                    585           548
  Equipment Expense                                        496           486
  Professional Services                                    300           279
  Data Processing                                          580           623
  Supplies and Printing                                    212           213
  Advertising                                              263           219
  Postage                                                  148           154  
  Loss on Sale and Writedown of OREO                         -           117
  Other                                                  1,067           916

    Total Other Expenses                                 7,694         7,375

Income Before Taxes                                      4,033         3,773
Applicable Income Taxes                                  1,351         1,394
    Net Income                                         $ 2,682       $ 2,379

Earnings Per Common Share:
Average Shares Outstanding                           9,083,000     9,321,000

Net Income Per Share                                   $   .30       $   .26*

</TABLE>

* Per share data have been adjusted for the two-for-one stock split effected
September 16, 1996.

See accompanying notes to consolidated interim financial statements.

<TABLE>

		  CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
			     (DOLLARS IN THOUSANDS)
<CAPTION>

						     3/31/97        12/31/96
<S>                                                    <C>             <C>                    
						   (UNAUDITED)
Assets                                

Cash and Cash Equivalents:
Cash and Due From Banks                             $ 32,040        $ 33,430
Federal Funds Sold                                    32,700          22,700

	Total Cash and Cash Equivalents               64,740          56,130

Securities:
Securities Available For Sale (Amortized 
  cost of $190,762 and $177,099 at 3/31/96  
  and 12/31/96, respectively)                        189,807         177,140
Securities Held to Maturity (Fair value
  of $22,803 and $21,016 at 3/31/97 and
  12/31/96, respectively)                             22,424          20,028
	
	Total Securities                             212,231         197,168           

Loans:
  Commercial                                         224,028         225,420      
  Mortgage                                           290,134         283,664
  Installment                                        148,261         149,745                                               
  Other                                                  125             324

	Total Loans                                  662,548         659,153

Less:
  Allowance for Loan Losses                          (12,773)        (12,393)
  Unearned Income on Loans                            (3,745)         (4,265) 
	
	Loans, net                                   646,030         642,495

Bank Premises and Equipment                           15,618          15,278
Other Real Estate Owned                                1,694           1,476
Other Assets                                          17,246          16,102
	
	Total Assets                                $957,559        $928,649

Liabilities

Deposits:                                    
  Demand                                            $ 92,072        $ 92,737
  Regular Savings, Now Accounts and Money
    Market Deposit Accounts                          342,430         350,762
  Certificates of Deposit over $100,000               87,029          79,808
  Other Time                                         307,409         277,549
					  
	Total Deposits                               828,940         800,856

Federal Funds Purchased and Other Short
  Term Borrowings                                      3,918           3,846
Accrued Taxes and Other Liabilities                   13,581          12,270
Long-Term Debt                                        25,910          26,238

					
	Total Liabilities                            872,349         843,210

Stockholders' Equity
Common Stock $3.33 1/3 Par Value: Shares Authorized
  20,000,000, Shares Issued: 9,633,966 at March
  31, 1997 and December 31, 1996                      32,113          32,113    
Surplus                                                6,787           6,787
Undivided Profits                                     54,534          53,149
Excess Market Over Cost of Securities
 Available For Sale Net of Deferred Tax                 (573)             24 
Treasury Stock (579,744 shares at March 31, 1997 
  and 514,158 shares at December 31, 1996)            (7,011)         (5,826)
Common Stock Subscribed by ESOP                         (640)           (808) 
	
    Total Stockholders' Equity                        85,210          85,439
	
    Total Liabilities and Stockholders' Equity      $957,559        $928,649

</TABLE>

See accompanying notes to consolidated interim financial statements.

<TABLE>
		    
		      CONSOLIDATED STATEMENTS OF CASH FLOW
			     (DOLLARS IN THOUSANDS)
<CAPTION>

FOR THE THREE MONTHS ENDED MARCH 31,                   1997            1996                                                   
<S>                                                    <C>             <C>
							   (Unaudited)    
Cash Flows from Operating Activities:                        
Net Income . . . . . . . . . . . . . . . . . . . . . . $  2,682     $  2,379
Adjustments to Reconcile Net Income to Net 
Cash Provided by Operating Activities:
   Net Change in Unearned Loan Fees. . . . . . . . . .       17           15
   Net Change in Other Assets and Other Liabilities. .      820          809
   Increase in Deferred Tax Benefit. . . . . . . . . .     (254)        (117)
   Loss on Write-Down of Other Real Estate . . . . . .        -          108
   Gain on Disposition of Assets . . . . . . . . . . .        -           (7)
   Depreciation. . . . . . . . . . . . . . . . . . . .      445          384
   Provision for Loan Losses . . . . . . . . . . . . .      360          360
   Amortization of Premiums & Accretion of 
     Discounts on Securities, Net. . . . . . . . . . .      108           87       
	Net Cash Provided By Operating Activities. . .    4,178        4,018

Cash Flows From Investing Activities:
Proceeds From:
  Maturities of Securities Available for Sale. . . . .   10,913       16,093
  Maturities of Securities Held to Maturity. . . . . .      595        1,885 
Purchases of Securities Available for Sale . . . . . .  (24,675)      (4,032)
Purchases of Securities Held to Maturity . . . . . . .   (3,000)           -
Proceeds From Sales of Loans . . . . . . . . . . . . .      375          725
Change in Credit Card and Check Overdraft Receivables.       21         (221)
Proceeds From Sales of Other Real Estate . . . . . . .        -          152
Net Increase in Loans. . . . . . . . . . . . . . . . .   (4,526)     (22,351)
Capital Expenditures . . . . . . . . . . . . . . . . .     (785)        (113)

	Net Cash Used By Investing Activities           (21,082)      (7,862)

Cash Flows From Financing Activities:
Net Increase in Deposits . . . . . . . . . . . . . . .   28,084       28,508
Net Increase in Short-Term Borrowings. . . . . . . . .       72          581
Payments on Long Term Debt . . . . . . . . . . . . . .     (160)         (87)
Proceeds From Issuance of Common Stock . . . . . . . .        -          109
Proceeds from Sale of Treasury Shares. . . . . . . . .      228            -
Payments for Purchase of Treasury Shares . . . . . . .   (1,524)      (1,175)
Dividends Paid . . . . . . . . . . . . . . . . . . . .   (1,186)        (936)

	Net Cash Provided By Financing Activities        25,514       27,000

Net Increase in Cash and Cash Equivalents. . . . . . .    8,610       23,156
Cash and Cash Equivalents at Beginning of Year . . . .   56,130       43,621
Cash and Cash Equivalents at End of Quarter. . . . . . $ 64,740     $ 66,777

Supplemental Disclosure of Cash Flows:
Interest Paid. . . . . . . . . . . . . . . . . . . . . $  7,719     $  7,225
Taxes Paid . . . . . . . . . . . . . . . . . . . . . .       21           21

</TABLE>

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 and $271,000 during the three 
months ended March 31, 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 three months ended March 31, 1997 and 1996 
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 loss on these securities was $955,000 at March 31, 1997. The 
adjustment to stockholders' equity for the unrealized loss was $573,000, net 
of deferred income tax expense of $382,000.

At March 31, 1996 these securities had an unrealized gain of $116,000. The 
adjustment to stockholders' equity, net of the deferred tax benefit of 
$47,000, was $69,000.

See accompanying notes to consolidated interim financial statements.


	      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, 1997, the results of operations for the three months ended March 31, 1997 
and 1996 and cash flows for the three months ended March 31, 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 March 31, 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 ended March 31, 1996 have been adjusted for the
stock split effected in the form of a 100% stock dividend.

In February 1997, the Financial Accounting Standards Board issued Statement
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 supercedes Accounting
Principals Board Opinion No. 15, "Earnings per Share" and related inter-
pretations. Statement 128 replaces the presentation 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 computation to the numerator and denominator of  
the diluted EPS computation.

Basic EPS excludes dilution (such as the effect of the Company's outstanding
stock options) and is computed by dividing income available to common
stockholders by the weighted-average number of common shares outstanding 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 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. 


		       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, 1997 and the related 
consolidated statements of income for the three-month periods ended March 31, 
1997 and 1996, and the consolidated statements of cash flows for the 
three-month periods ended March 31, 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 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, 1996, 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 24, 1997, we expressed an unqualified opinion on those consolidated 
financial statement. In our opinion, the information set forth in the 
accompanying consolidated statement of financial condition as of December 31, 
1996, 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 9, 1997

		    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.

SUMMARY OF RESULTS OF OPERATION 

Net income for the quarter ended March 31, 1997, was $2,682,000 compared to 
$2,379,000 for the same quarter last year. This represents an increase of 
$303,000 or 12.7%. The primary reasons for the increase from the first quarter 
of 1996 were an increase in net interest income of $448,000 and an increase in
other operating income of $131,000. These increases were partially offset by
an increase in operating expenses of $319,000. As a result of the changes 
noted, pretax income increased $260,000 or 6.9%. In spite of increased pre-tax
income, tax expenses declined $43,000. Net income per share for the quarter 
ended March 31, 1997, was $.30 compared to $.26 per share for the March 31, 
1996 quarter. This represents an increase of 15.4%. The annualized return on 
average assets for the first quarter is 1.17% compared to 1.09% for the first 
quarter last year. The annualized return on average stockholders' equity for 
the first quarter of 1997 was 12.7% as compared to 11.5% 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 first quarter of 1997 was $10,381,000 compared to 
$9,933,000 for the same period of 1996, an increase of $448,000. On a taxable 
equivalent basis, net interest income was $10,497,000 for the quarter ended 
March 31, 1997 compared to $10,138,000 for the quarter ended March 31, 1996. 
This represents a increase of $359,000 or 3.5%. 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 12 basis points. Rates paid on
costing liabilities rose 5 basis points while rates received on earning assets 
declined 2 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 $49,936,000 or 15.6%. The decrease 
in rates received on earning assets was concentrated in the taxable loan 
category which declined 9 basis ponts. Rates received on taxable investment 
securities rose 24 basis points while the rate received on Fed Funds sold 
remained consistant with the same period in 1996. 

The increase in volume of average earning assets was concentrated in taxable 
loans and Fed Funds sold as the year to year increase in these average 
balances was $57,318,000 and $12,098,000, respectively. 
 

ALLOWANCE FOR LOAN LOSSES

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 Company's allowance for loan losses at March 31, 1997, has increased 
$380,000 to $12,773,000 from December 31, 1996. As a percent of total loans, 
net of unearned income, the allowance was approximately 1.9% at March 31, 
1997. The allowance represents approximately 219.5% of the non-performing 
loans at quarter end. The provision for loan losses for the quarters ended 
March 31, 1997 and 1996 was $360,000. Should the level of problem loans 
increase, or credit quality decline, an increase in the provision level may 
be required.
		
The following table presents information concerning non-performing loans and 
other real estate;

<TABLE>
						    3/31/97       12/31/96
			<S>                        <C>              <C>
						    (Dollars In Thousands)

			Non-Accrual                $  4,692        $ 3,792
			Past Due 90 Days                994          1,414
			Restructured                    132            133 
			  
			  Total Non-Performing
			    Loans                  $  5,818        $ 5,339 
		
			Other Real Estate          $  1,694        $ 1,476

</TABLE>

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, 1997, was $1,706,000, 
compared to $1,575,000 for the same quarter last year, an increase of $131,000
or 8.3%. This increase was largely due to an increase in trust income of 
$108,000 to $657,000 and an increase in other income of $80,000 to $408,000. 
These increases were offset by a decrease in service charge income. Service 
charges decreased $57,000 to $641,000 from $698,000 for the same period of 
the prior year. 

Other expense for the three months ended March 31, 1996 was $7,694,000, 
compared to $7,375,000 for the first three months last year. This represents 
an increase of $319,000 or 4.3%. Salaries and benefits continue to represent 
the largest portion of other expense with an increase of $223,000 or 5.8%. 
This increase is due to a combination of merit increases and hiring related
to the opening of new branches. Advertising expense increased $44,000 or 20.1% 
due to promotions associated with the branch openings. Also, increases in 
occupency and equipment expense are directly attributable to the new branches. 
Decreases in data processing and OREO losses and writedowns offset some of the 
increases associated with the branch expansion program.

INCOME TAX EXPENSE

Income tax expense for the three months ended March 31, 1997, was $1,351,000 
as compared to $1,394,000 for the three months ended March 31, 1996, a 
decrease of $43,000 or 3.1%.  The effective income tax rate for the first 
quarter of this year was 33.5% as compared to 36.9% for the same quarter last 
year.  This decrease in the effective income tax rate is attributed to 
somewhat lower State income taxes.

CAPITAL AND LIQUIDITY

At March 31, 1997, stockholders' equity was $85,210,000 as compared to 
$85,439,000 at December 31, 1996, a decrease of $229,000 or .3%. The decrease 
in stockholders' equity is primarily a result of the retention of earnings of 
$1,496,000 and a reduction of the ESOP balance of $168,000  being offset by 
net treasury share transactions of $1,185,000 and a change in the valuation of 
securities available for sale, net of deferred tax benefit of $597,000.

The following table sets forth the Company's risk based capital ratios as of 
March 31, 1997 and the minimum regulatory guidelines;

<TABLE>
				Evergreen        Well Capitalized
Risk-Based                    Bancorp, Inc.         Regulatory
 Ratios                      March 31, 1997         Guidelines 
<CAPTION>

<S>
				 <C>                   <C>
Leverage Ratio                    8.9 %                 5.0 %
Tier 1                           13.7 %                 6.0 %
Total Capital                    14.9 %                10.0 %

</TABLE>

Average federal funds sold for the three months ended March 31, 1997 was 
$27,659,000 compared to $15,561,000 for the three months ended March 31, 1996. 
Net cash provided by operating activities was $4,178,000 for the first 
quarter of 1997 as compared to net cash provided of $4,018,000 for the three 
months ended March 31, 1996. Net cash used by investing activities was 
$21,082,000 for the first quarter of 1997 as compared to net cash used of 
$7,862,000 for the same period last year. The change of $13,220,000 resulted 
primarily from increased securities purchases. Net cash provided by financing 
activities was $25,514,000 for the first quarter of 1997 as compared to 
$27,000,000 provided by financing activities for the first quarter of 1996. 
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 $64,740,000 at March 31, 1997 compared to 
$66,777,000 at March 31, 1996.

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 
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.

<TABLE>

Analysis of Variance in Net Interest Income Due to Volume and Rates
<CAPTION>
					For the three months ended    
				    March 31, 1997  VS  March 31, 1996
					
				   INCREASE / (DECREASE)         TOTAL
				     DUE TO CHANGE IN           INCREASE/
				   VOLUME           RATE       (DECREASE)
<S>                                  <C>            <C>          <C>
Interest Earned:
Loans 
  Taxable                           $1,189        $ (147)      $1,042     
  Tax-Exempt                           (72)          (21)         (93) 
Investment Securities    
  Taxable                              (31)           94           63 
  Tax-Exempt                          (153)           (5)        (158)
Federal Funds Sold &                                                      
Interest-Bearing Deposits              159             -          159 

Changes in Total Interest 
     Income                          1,092           (79)       1,013  

     Less Interest Expense Incurred:
     Regular Savings, NOW and MMDAs     26            38           64     
     Time Deposits                     650           (41)         609
     Short-Term Borrowings               7             1            8 
     Long Term Debt                     44           (71)         (27) 
     Changes in Total Interest
     Expense                           727           (73)         654  

     Changes in Net Interest 
     Income                         $  365        $   (6)      $  359 

</TABLE>

<TABLE>
	Average Balances For The Three Months Ended March 31, 1997
<CAPTION>
					     Interest     Average     
				Average      Income/       Yield/   
				Balance      Expense        Rate  
     <S>                        <C>          <C>             <C>
     Assets:
     Loans 
       Taxable                  $643,780      $14,444        9.10%     
       Tax Exempt                 11,598          214        7.48%
     Securities                                         
       Taxable                   191,523        3,220        6.82%     
       Tax Exempt                  7,214          171        9.61%
     Federal Funds Sold &         
     Interest Bearing Deposits    27,659          368        5.40%     
				      
      Total Earning Assets       881,774       18,417        8.47%

     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        2,409        2.83%
     Time Deposits               370,153        5,069        5.55%     
     Short-Term Borrowings         4,004           51        5.17%
     Long Term Debt               25,985          391        6.10%     

     Total Interest                                           
       Bearing Liabilities       744,955        7,920        4.31%

     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%

</TABLE>

<TABLE>
	Average Balances For The Three Months Ended March 31, 1996
<CAPTION>
					     Interest     Average     
				Average      Income/       Yield/   
				Balance      Expense        Rate  
     <S>                        <C>          <C>             <C>
     Assets:
     Loans 
       Taxable                  $586,462      $13,402        9.19%     
       Tax Exempt                 15,331          307        8.06%
     Securities                                         
       Taxable                   193,111        3,157        6.58%     
       Tax Exempt                 13,552          329        9.77%
     Federal Funds Sold &         
     Interest Bearing Deposits    15,561          209        5.40%     
				      
      Total Earning Assets       824,017       17,404        8.49%

     Allowance for Loan                      
       Losses                    (12,173)
     Cash and Due from Banks      29,643 
     Other Non-Earning Assets     32,789

	  Total Assets          $874,276

     Liabilities and
     Stockholders' Equity:
     Regular Savings, NOW
       and MMDAs                $339,857        2,345        2.78%
     Time Deposits               320,217        4,460        5.60%     
     Short-Term Borrowings         3,409           43        5.06%
     Long Term Debt               23,266          418        7.22%     

     Total Interest                                           
       Bearing Liabilities       686,749        7,266        4.26%

     Demand Deposits              92,397
     Other Liabilities            12,184
     Stockholders' Equity         82,946 
     Total Liabilities and
       Stockholders' Equity     $874,276

     Net Interest Income (Tax                
       Equivalent Basis)                       10,138             
     Tax Equivalent Adjustment                   (205)            

     Net Interest Income                     $  9,933

     Net Interest Rate Spread                                4.23%

     Net Interest Margin                                     4.95%

</TABLE>


				 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 9, 1997                     /s/ George W. Dougan                
     Date                             George W. Dougan     
				      President and Chief Executive Officer 
				      (Principal Executive Officer)


 May 9, 1997                     /s/ George L. Fredette              
     Date                             George L. Fredette, 
				      Senior Vice President, Chief   
				      Financial Officer
				      (Principal Accounting Officer)



<TABLE>

Exhibit 11 - Earnings per Share

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

						Three Months Ended March 31,

						    1997            1996
						    <C>             <C>


Net Income Per Common Share
Weighted Average Common Shares Outstanding        9,083,000       9,321,000
Net Income                                         $  2,682        $  2,379
Net Income per Common Share                        $    .30        $    .26

Net Income Per Common Share - Primary
Weighted Average Common Shares Outstanding        9,083,000       9,321,000
Dilutive Common Stock Options                       185,000         112,000
Weighted Average Common shares and Common    
  Share Equivalents Outstanding                   9,268,000       9,433,000
Net Income                                         $  2,682        $  2,379
Net Income per Common Share - Primary              $    .29        $    .25

Net Income Per Common Share - Fully Diluted
Weighted Average Common Shares Outstanding        9,083,000       9,321,000
Dilutive Common Stock Options                       185,000         112,000

Weighted Average Common shares and Common    
  Share Equivalents Outstanding                   9,268,000       9,433,000
Net Income                                         $  2,682        $  2,379
Net Income per Common Share - Fully Diluted        $    .29        $    .25
</TABLE>