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 September 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 October 31, 1997    
      -------------------                       ---------------------- 
      $3.33 1/3 Par Value                              8,938,339   



                   
                   
                   
                   
                   
                  


                   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 September 30, 1997, and 1996             1-2

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

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

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

               Notes to Consolidated Interim                         
               Financial Statements                                  9-10

               Independant Auditors' Review Report                    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 - None
                    
     Item 5    Other Information - None

     Item 6    Exhibits and Reports on Form 8-K                         

                                                               
                                                   

                                         

              


                                         
                                   




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


                                                           Three Months
                                                        Ended September 30,
                                                          1997      1996  
                                                            (Unaudited)
     Interest Income:                                       
       Interest and Fees on Loans                        $14,790   $14,657
       Interest on U.S. Government & Agency Obligations    4,133     2,699
       Interest on State & Municipal Obligations             234       241
       Interest on Other Bonds, Notes, & Debentures          112       111 
       Interest on Federal Funds Sold & Bank Deposits        235       179
                                                         -------   -------
     Total Interest Income                                19,504    17,887
                                                         -------   -------
     Interest Expense:                                           
       Interest on Deposits:                                     
         Regular Savings, Interest Checking and Money
           Market Deposit Accounts                         2,390     2,381
         Other Time                                        5,823     4,408
       Interest on Short-Term Borrowings                      79        50
       Interest on Long-Term Debt                            420       383
                                                         -------   -------
          Total Interest Expense                           8,712     7,222
                                                         -------   -------
                                                                 
     Net Interest Income                                  10,792    10,665
     Provision for Loan Losses                               450       360
                                                         -------   -------
     Net Interest Income After Provision for                     
        Loan Losses                                       10,342    10,305
                                                         -------   ------- 
     Other Income:                                               
       Trust Department Income                               663       551
       Service Charges on Deposit Accounts                   768       709
       Net Gain on Security Transactions                       -        10 
       Other                                                 355       312
                                                         -------   -------
          Total Other Income                               1,786     1,582
                                                         -------   -------

                                                            (Continued)








                                        1


                                       
                                     

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

                                                            Three Months
                                                         Ended September 30,
                                                           1997      1996  
                                                             (Unaudited)
     Other Expense:                                              
       Salaries and Employee Benefits                      4,206     4,360
       Net Occupancy Expense                                 582       481
       Equipment Expense                                     502       448
       Professional Services                                 281       330
       Data Processing                                       585       591
       Supplies and Printing                                 224       205
       Advertising                                           188       195
       Postage                                               156       124
       OREO Writedowns and Expenses, Net                      (8)      (66)  
       Other                                               1,102     1,019
                                                         -------   -------
          Total Other Expense                              7,818     7,687
                                                         -------   -------

     Income Before Taxes                                   4,310     4,200 
     Applicable Income Taxes                               1,425     1,506
                                                         -------   -------
     Net Income                                          $ 2,885   $ 2,694
                                                         =======   =======
     Earnings Per Common Share:
     Average Shares Outstanding (In Thousands)             8,956     9,199

     Net Income per Share                                $   .32    $  .29 




     See accompanying notes to consolidated interim financial statements.













       

                                        2




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

                                                             Nine Months
                                                          Ended September 30,
                                                            1997      1996  
                                                              (Unaudited)
     Interest Income:                                       
       Interest and Fees on Loans                          $43,872  $42,211
       Interest on U.S. Government & Agency Obligations     10,930    8,385
       Interest on State & Municipal Obligations               657      877
       Interest on Other Bonds, Notes, & Debentures            328      348
       Interest on Federal Funds Sold & Bank Deposits        1,078      561
                                                            ------   ------
          Total Interest Income                             56,865   52,382
                                                            ------   ------
     Interest Expense:
       Interest on Deposits:
         Regular Savings, Interest Checking and Money
           Market Deposit Accounts                           7,230    7,056
         Other Time                                         16,556   13,216
       Interest on Short-Term Borrowings                       192      142
       Interest on Long-Term Debt                            1,232    1,190
                                                            ------   ------
          Total Interest Expense                            25,210   21,604
                                                            ------   ------
          
     Net Interest Income                                    31,655   30,778
     Provision for Loan Losses                               1,260    1,080
                                                            ------   ------
     Net Interest Income After Provision for Loan Losses    30,395   29,698
                                                            ------   ------

     Other Income:
       Trust Department Income                               1,960    1,754  
       Service Charges on Deposit Accounts                   2,104    2,119 
       Net Gain/(Loss) on Security Transactions                  9       (7) 
       Other                                                 1,076      928 
                                                            ------   ------
          Total Other Income                                 5,149    4,794
                                                            ------   ------

                                                              (Continued)









                                        3




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

                                                            Nine Months
                                                        Ended September 30,
                                                           1997     1996  
                                                            (Unaudited)
     

     Other Expenses:
       Salaries and Employee Benefits                     12,268    12,141
       Net Occupancy Expense                               1,754     1,489
       Equipment Expense                                   1,460     1,385
       Professional Services                                 835       867
       Data Processing                                     1,760     1,844
       Supplies and Printing                                 643       622
       Advertising                                           798       615
       Postage                                               438       399
       OREO Writedowns and Expenses, Net                     133       327
       Other                                               3,146     2,976
                                                         -------   -------
          Total Other Expenses                            23,235    22,665
                                                         -------   -------

     Income Before Taxes                                  12,309    11,827 
     Applicable Income Taxes                               4,070     4,235
                                                         -------   -------
     Net Income                                          $ 8,239   $ 7,592
                                                         =======   =======
     Earnings Per Common Share:
     Average Shares Outstanding (In Thousands)             9,016     9,257

     Net Income per share                               $    .91   $   .82 



     See accompanying notes to consolidated interim financial statements.





                                       








                                        4





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

                                                        9/30/97   12/31/96
                                                      (Unaudited)


     Assets:

     Cash and Cash Equivalents:
     Cash and Due From Banks                           $ 23,674    $ 33,430
     Federal Funds Sold                                   8,700      22,700
                                                       --------    --------
             Total Cash and Cash Equivalents             32,374      56,130
                                                       --------    --------
     Securities:
     Securities Available For Sale (Amortized           
       cost of $231,926 and $177,099 at 9/30/97
       and 12/31/96, respectively)                      233,323     177,140
     Securities Held to Maturity (fair value
       of $40,323 and $21,016 at 9/30/97
       and 12/31/96, respectively)                       39,300      20,028
                                                       --------    --------
          Total Securities                              272,623     197,168
                                                       --------    --------
     Loans:
       Commercial                                       226,745     225,420
       Mortgage                                         301,742     283,664  
       Installment                                      137,228     149,745
       Other                                                347         324
                                                       --------    --------
          Total Loans                                   666,062     659,153
     Less:
       Allowance for Loan Losses                        (12,763)    (12,393)
       Unearned Income on Loans                          (2,093)     (4,265)
                                                       --------    -------- 
          Loans, net                                    651,206     642,495
                                                       --------    --------

     Bank Premises and Equipment, net                    16,444      15,278
     Other Real Estate Owned                              2,313       1,476
     Other Assets                                        17,674      16,102
                                                       --------    --------
          Total Assets                                 $992,634    $928,649
                                                       ========    ========

                                                            (Continued)
                                                            





                                        5


                                       


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

                                                        9/30/97    12/31/96
                                                      (Unaudited)
     Liabilities:

     Deposits:                                        
       Demand                                          $ 92,699    $ 92,737
       Regular Savings, Interest Checking and Money
          Market Deposit Accounts                       345,847     350,762
       Certificates of Deposit over $100,000            110,498      79,808
       Other Time                                       305,865     277,549
                                                       --------    --------
          Total Deposits                                854,909     800,856
                                                       --------    --------
     Federal Funds Purchased and Other Short
       Term Borrowings                                    6,960       3,846
     Accrued Taxes and Other Liabilities                 17,683      12,270
     Long-Term Debt                                      25,778      26,238
                                                       --------    --------
          Total Liabilities                             905,330     843,210
                                                       --------    --------

     Stockholders' Equity     
     Common Stock $3.33 1/3 Par Value:  Authorized-
     20,000,000 Shares; Issued 9,633,966 at September 
     30, 1997 and December 31, 1996                      32,113      32,113 
     Surplus                                              6,787       6,787
     Undivided Profits                                   57,463      53,149
     Market Over Cost of Securities Available  
       For Sale, Net of Deferred Tax                        838          24 
     Treasury Stock (697,627 shares at September 30,    
     1997 and 514,158 shares at December 31, 1996)       (9,257)     (5,826)
     Common Stock Subscribed by ESOP                       (640)       (808)
                                                       --------    -------- 
          Total Stockholders' Equity                     87,304      85,439
                                                       --------    --------
          Total Liabilities and Stockholders' Equity   $992,634    $928,649
                                                       ========    ========

     See accompanying notes to consolidated interim financial statements.










                                        6



                                       

                            EVERGREEN BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Dollars in Thousands)
 
     The Nine Months Ended September 30,                    1997     1996
                                                             (Unaudited)
                                                          -----------------
     Cash Flows from Operating Activities:                         
     Net Income. . . . . . . . . . . . . . . . . . . .  $   8,239  $  7,592 
     Adjustments to Reconcile Net Income to 
     Net Cash Provided by Operating Activities:
       Net Change in Unearned Loan Fees. . . . . . . .        108        28
       Net Change in Other Assets and Other Liabilities     4,065     1,077
       (Gain)/Loss on Sale of Securities . . . . . . .         (9)        7  
       Increase in Deferred Tax Benefit. . . . . . . .       (766)     (333)
       Gain on Sale/Write-Down of Other Real Estate. .         (7)      (40)
       Loss on Disposition of Assets . . . . . . . . .         12        10
       Depreciation. . . . . . . . . . . . . . . . . .      1,329     1,139
       Provision for Loan Losses . . . . . . . . . . .      1,260     1,080
       Amortization of Premiums & Accretion of 
               Discounts on Securities, Net. . . . . .        409       308  
                                                           ------    ------  
     
          Net Cash Provided By Operating Activities. .     14,640    10,868 
                                                           ------    ------ 
     Cash Flows From Investing Activities:
     Proceeds From: 
       Sales of Securities Available for Sale. . . . .        532     6,737
       Maturities of Securities Available for Sale . .     40,074    43,520
       Maturities of Securities Held to Maturity . . .      2,598     6,684 
     Purchases of Securities Available for Sale. . . .    (95,800)  (24,162)
     Purchases of Securities Held to Maturity. . . . .    (21,903)   (4,997)
     Proceeds From Sales of Loans. . . . . . . . . . .      1,107     2,713
     Net Increase in Loans . . . . . . . . . . . . . .    (12,317)  (57,094)  
     Change in Check Overdraft Receivables . . . . . .       (207)      361
     Proceeds From Sales of Other Real Estate. . . . .        508     2,844
     Proceeds From Sale of Fixed Assets. . . . . . . .          -       154
     Capital Expenditures. . . . . . . . . . . . . . .     (2,507)     (604)
                                                           ------    ------
          Net Cash Used By
            Investing Activities . . . . . . . . . . .    (87,915)  (23,844)
                                                           ------    ------
     Cash Flows From Financing Activities:
     Net Increase in Deposits. . . . . . . . . . . . .     54,053    36,992 
     Net Increase/(Decrease) in Short-Term Borrowings.      3,114       (79)
     Payments on Long Term Debt. . . . . . . . . . . .       (292)     (830)
     Proceeds From Issuance of Common Stock. . . . . .          -       127
     Payments From Sale of Treasury Stock. . . . . . .        697         -

                                                              (Continued)

                                                                 


                                        7





                            EVERGREEN BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Continued)                  
                            (Dollars in Thousands)
 
     The Nine Months Ended September 30,                      1997     1996
                                                               (Unaudited) 
                                                            -----------------

     Payments for Purchase of Treasury Stock . . . .        (4,525)  (3,128)
     Dividends Paid. . . . . . . . . . . . . . . . .        (3,528)  (2,789)
                                                            ------   ------
          Net Cash Provided By 
            Financing Activities . . . . . . . . . .        49,519   30,293 
                                                            ------   ------
     Net (Decrease)/Increase in Cash 
        and Cash Equivalents . . . . . . . . . . . .       (23,756)  17,317 
     Cash and Cash Equivalents at Beginning of Year.        56,130   43,621
                                                           -------  -------
     Cash and Cash Equivalents at End of Quarter . .      $ 32,374 $ 60,938
                                                           =======  =======
     Supplemental Disclosure of Cash Flows:
     Interest Paid . . . . . . . . . . . . . . . . .      $ 24,802 $ 21,256
     Taxes Paid. . . . . . . . . . . . . . . . . . .           683    4,808

     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 $1,397,000 and  $312,000 during the 
     nine months ended September 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 nine months ended  September 
     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 $1,397,000 at September 30, 1997.
     The  adjustment to  stockholders'  equity  for the  unrealized  gain  was 
     $838,000, net of deferred income tax expense of $559,000.

     At September 30, 1996  securities  available  for sale  had an unrealized 
     loss of $294,000.  The adjustment to stockholders' equity net of deferred 
     income tax benefit of $117,000, was $177,000.







     See accompanying notes to consolidated interim financial statements.     


                                        8





                            EVERGREEN BANCORP, INC.
              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
     September 30,  1997, the  results of  operations  for the  three and nine
     months  ended  September 30,  1997 and  1996 and cash flows  for the nine
     months ended September 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 September 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. 
     
     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-
     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 
     

                                        9





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

     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. 
    
     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 September 30, 1997 and the
     related  consolidated statements of income for  the three-month and nine-
     month periods  ended  September 30, 1997  and 1996, and the  consolidated
     statements of cash flows  for the nine-month periods  ended September 30,
     1997 and 1996. These consolidated  financial statements are the responsi-
     bility 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 proced-
     ures 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 regard-
     ing 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 prin-
     ciples.

     We have  previously audited, in accordance with generally accepted audit-
     ing 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
     November 10, 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 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 mater-
     ially from historical earnings  and those presently anticipated  or proj-
     ected.  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 obliga-
     tion 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 three months ended  September 30, 1996, was $2,885,000
     or  $.32 per share,  compared to $2,694,000  or $.29 per share  in 1996's
     third quarter. For the  nine month period, net income was  $8,239,000, or
     $.91  per share,  compared  to $7,592,000,  or $.82  per share,  in 1996.
     Income  for the third quarter  was primarily  affected  by increased non-
     interest  income and  a lower effective tax rate. On a year to date basis
     increased net interest income  has also  enhanced results  as compared to 
     the prior year.
     
     In 1997, the annualized return on average assets  for the nine months was
     1.14%, compared to 1.15% for the first nine months last year. The annual-
     ized return on average stockholders' equity, including the effect of FASB
     115  "Accounting for Certain  Investments in Debt and Equity Securities",
     for the  first nine months  of 1997 was 12.8%,  compared to 12.1% for the
     same period in 1996. The increase in the return  on average stockholders' 
     equity is due primarily to the increased level of net income.

                                        12





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

     NET INTEREST INCOME
     -------------------
     Net interest income  for the  three months  ended  September 30, 1997 was
     $10,792,000,  compared to $10,665,000  for the same period of 1996.  This
     represents an increase of $127,000 or 1.2%. The first nine months of 1997
     reflects net  interest income  of  $31,655,000, an  increase  of 2.8%  as
     compared  to $30,778,000  for the same period last year.  The increase in
     net interest income  in 1997's third quarter is attributed to an increase 
     in  average  earning  assets, which  offset  the  effects  of a lower net 
     interest margin.  

     On a  taxable equivalent basis,  net interest income was  $10,935,000 for
     the quarter ended  September 30, 1997 as compared to  $10,821,000 for the
     quarter ended September 30, 1996. This represents an increase of $114,000
     or  1.1%.  For the  first nine  months  of 1997  taxable  equivalent  net
     interest income increased 2.3% to $32,043,000 from the level reported for
     the nine months  ended September 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
     $85,618,000, or 10.3%,  in comparison  to the  same period in 1996. Loans
     increased $35.3 million, securities increased $38.1 million and Fed Funds
     sold  increased  $12.3  million  on average. The  income increase  due to
     volume was partially offset by a lower net interest margin.  At 4.67% the
     margin  for the first nine months of 1997  was 36 basis points lower than
     the  same period  of the  prior year. The decrease in  the margin  is due
     primarily to promotions for time deposits  at the Company's  new branches 
     leading to somewhat higher rates on deposits, and slightly lower yielding
     retail loans.

     The increase in average earning assets was funded by an increase  average
     interest bearing liabilities  of $80.8 million.  Average interest bearing
     liability increases  were concentrated in  time deposits, which increased
     $71.1 million.

     ALLOWANCE FOR LOAN LOSSES
     -------------------------
     The Company's  allowance for loan losses  at September 30, 1997,  has in-
     creased $370,000 to $12,763,000  from the December 31, 1996 balance. As a 
     percent of total loans, net of unearned income, the allowance was approx-
     imately 1.9% at  September 30, 1997. The  allowance represents  215.2% of 
     total non-performing loans at quarter end. The provision  for loan losses 
     for the  quarter  ended  September 30,  1997  was  $450,000  compared  to
     $360,000 for the same period in 1996.  For the nine months ended June 30, 
     1997 the  provision totaled  $1,260,000,  compared to  $1,080,000  a year 
     earlier. The increased provision, from year earlier levels,  reflects the 
     significant loan growth incurred over the last year.
     


                                        13 





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

     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 loan 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 nonperforming loans 
     and other real estate.
                                              9/30/97       12/31/96
                                              -------       --------
                                              (Dollars In Thousands)

               Non-Accrual                   $  5,009       $  3,792
               Past Due 90 Days                   793          1,414
               Restructured                       129            133
                                             --------       --------
                 Total Non-Performing
                    Loans                    $  5,931       $  5,339
                                             ========       ========
                 
                 Other Real Estate           $  2,313       $  1,476

     Non-accrual loans  increased  $1,217,000 from  December 1996 levels, the 
     increase in the balance  is due primarily to  one loan,  secured by real 
     estate, carried at a balance of approximately $800,000.

     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 nine months ended September 30, 1997, is $5,149,000,
     $355,000 more than  the $4,794,000 recorded in the same period last year. 
     Increases in other income included an increase in Trust Department income 
     of $206,000  versus prior year levels  and an increase in other income of 
     $148,000. Other income  for the  third quarter of 1997 was  $1,786,000 up 
     12.9% from $1,582,000 in the third quarter of 1996.  

     

                                        14





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

     Other expense  for the  quarter ended  September 30, 1997 was $7,818,000, 
     compared to  $7,687,000  for the  same quarter  last year, an increase of 
     $131,000 or 1.7%.  Salaries  and  employee benefits expense,  the largest 
     component of  other operating expense,  decreased  $154,000 to $4,206,000
     for the three months ended September 30, 1997, from $4,360,000 during the 
     same period  of 1996. The  principal cause  of the  decrease  was reduced 
     employee benefits expense, which offset  increases in salaries associated
     with the opening of three new branches since December of 1996.

     Net occupancy expense of $582,000 increased $101,000 from $481,000 during
     the  third  quarter  of  1996. Equipment  expense  increased  $54,000  to 
     $502,000 from  $448,000 in the third quarter of the prior year. On a year 
     to date  basis  occupancy expense  and  equipment expense  have increased 
     $265,000 and $75,000, respectively, from prior year levels. This increase
     is due primarily to the branch expansion.

     INCOME TAX EXPENSE
     ------------------
     Income tax expense  for the  three months ended  September 30,  1997, was 
     $1,425,000 as compared to $1,506,000 for the three months ended September
     30, 1996.  For  the  nine  months  ended  September 30, 1997, income  tax
     expense was $4,070,000 compared to  $4,235,000 in 1996. The effective tax  
     rate  for the  periods ended  September 30, 1997 and 1996  were 33.1% and 
     35.8%, respectively. The decrease in the  effective tax rate is attribut-
     able to somewhat lower State income taxes.

     CAPITAL AND LIQUIDITY
     ---------------------
     At September 30, 1997,  stockholders' equity was  $87,304,000 as compared 
     to $85,439,000 at  December 31, 1996,  an increase of $1,865,000 or 2.2%. 
     The  increase in  stockholders' equity  is a result  of the  retention of 
     earnings of  $4,711,000, treasury stock sales of $697,000, a reduction of 
     the ESOP balance of $168,000 and a change in the  valuation of securities  
     available for sale, net of deferred tax expense, of  $814,000. These were 
     offset by treasury share purchases of $4,525,000.

     On July 18, 1996 the Company indicated its  intent to repurchase up to 4% 
     of issued shares  or approximately 386,000 shares, at market prices. From 
     time to time,  and throughout  the  third quarter  of  1997, the  Company
     purchased 385,500 shares at an aggregate cost of  $6,168,000, effectively 
     completing the July 1996 program.

     On October 16, 1997 the Company announced a new repurchase program, auth-
     rizing purchases of an  additional 5% of issued  shares  or approximately
     482,000  shares,  at market prices. The funding  for  this program is not 
     anticipated  to materially  affect  the liquidity  or capital position of
     either the Company or the Bank.
                                      

                                        15





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

     The following table sets forth the Company's risk based capital ratios as  
     of September 30, 1997 and the regulatory  guidelines for well capitalized 
     institutions.

                                     Evergreen           Well Capitalized
          Risk-Based               Bancorp, Inc.             Regulatory
            Ratios                 Sept. 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 nine months ended  September 30, 1997 
     were $26,338,000, as compared to  $14,058,000  for the  nine months ended 
     September 30,  1996.  Net  cash  provided  by  operating  activities  was 
     $14,640,000 for the  nine months ended September 30, 1997  as compared to 
     net cash provided of $10,868,000 for the  nine months ended September 30, 
     1996. Largely due to increases  in securities balances, net cash  used by 
     investing activities was $87,915,000 for the  nine months ended September 
     30, 1997 as compared to net cash used of $23,844,000 for the  same period 
     last year. Net cash provided by  financing activities was $49,519,000 for 
     the nine months of 1997  as compared to cash  provided of $30,293,000 for 
     the nine months of 1996. The  increase in cash provided by financing act-
     ivities resulted from a $17,061,000  net increase  in cash  inflows  from 
     deposit  accounts. The level of cash and cash equivalents was $32,374,000 
     at September 30, 1997 as compared to $60,938,000 at September 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 shareholders.

     CAPITAL EXPENDITURES AND COMMITMENTS
     ------------------------------------
     Like other Financial Institutions,  the Company expects to incur substan-
     tial costs  in the next two years to assure that  it's computer operating 
     systems  are  Year  2000  compliant. Being "Year  2000  Compliant"  means 
     generally,  assuring  that  two  digit  "year"  fields,  in all  computer 
     application  programs,  are replaced by  four  digit  "year" fields.  The 
     Company  has developed  a comprehensive plan, involving senior management 
     and  outside vendors,  designed to ensure  that the Company is  Year 2000 
     compliant by December 1998. 

     As part  of the  Year 2000  compliance program, management has determined 
     that the  Company  should convert  computer systems  and change item pro-
     cessing vendors during 1998. The  new systems  will enhance the Company's 
     
                                        16





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


     computer and  item processing capabilities  and  will provide for  a base
     operating system that is Year 2000 compliant. Capitalized costs resulting 
     from the conversions are expected to approximate  $900,000.  In addition, 
     one time expenses related to the coversions are estimated to be  $350,000
     in 1998. These  preliminary cost  estimates  will change  as the  Company
     enters into contracts with vendors  and as assessments of the project are
     modified.


     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, U.S. 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)
                              (Dollars in Thousands)

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

                            
                                        For the three months ended           
                                 September 30, 1997  VS  September 30, 1996
                                        
                                     Increase / (Decrease)      Total
                                       Due to Change in        Increase/
                                       Volume       Rate      (Decrease)
                                     ---------------------    ----------
     Interest Earned:
     Loans 
       Taxable                       $   548      $  (393)     $   155     
       Tax-Exempt                        (56)          25          (31) 
     Investment Securities    
       Taxable                         1,306          101        1,407 
       Tax-Exempt                         39          (22)          17  
     Federal Funds Sold &                                                     
     Interest-Bearing Deposits            48            8           56 
                                      ------       ------       ------ 
     Changes in Total Interest 
     Income                            1,885         (281)       1,604  
                                      ------       ------       ------ 
     Less Interest Expense Incurred:
     Regular Savings, Interest 
       Checking and MMDAs                 16           (7)           9     
     Time Deposits                     1,198          217        1,415  
     Short-Term Borrowings                33           (4)          29    
     Long Term Debt                       55          (18)          37  

     Changes in Total Interest        ------       ------       ------
     Expense                           1,302          188        1,490  
                                      ------       ------       ------ 
     Changes in Net Interest 
     Income                          $   583      $  (469)     $   114 
                                      ======       ======       ======
                                       
                            


                                 
                                






                                        18





                             EVERGREEN BANCORP, INC.                        
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)
                              (Dollars in Thousands)

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


                                        For the nine months ended           
                                 September 30, 1997  VS  September 30, 1996
                                   
                                    Increase / (Decrease)       Total
                                      Due to Change in         Increase/
                                      Volume      Rate        (Decrease)
                                   ----------------------     ----------
     Interest Earned:
     Loans and Leases
          Taxable                    $ 2,562     $  (775)      $ 1,787     
          Tax-Exempt                    (182)         (3)         (185) 
     Investment Securities    
          Taxable                      2,057         388         2,445  
          Tax-Exempt                    (170)        (78)         (248)
     Federal Funds Sold &                                                    
     Interest-Bearing Deposits           502          15           517      
                                      ------      ------        ------
     Changes in Total Interest 
     Income                            4,769        (453)        4,316  
                                      ------      ------        ------        
     Less Interest Expense Incurred:
     Regular Savings, Interest 
       Checking and MMDAs                106          68           174       
     Time Deposits                     2,956         384         3,340  
     Short-Term Borrowings                53          (3)           50    
     Long Term Debt                      148        (106)           42  
                                      ------      ------        ------
     Changes in Total Interest 
     Expense                           3,263         343         3,606  
                                      ------      ------        ------
     Changes in Net Interest 
     Income                          $ 1,506     $  (796)      $   710 
                                      ======      ======        ======











                       
                                        19





                            EVERGREEN BANCORP, INC. 
                MANAGEMENT'S DISCUSSION AND ANALYSIS - Continued
        Average Balances For The Three Months Ended September 30, 1997
                            (Dollars in Thousands)

                                                Interest      Average     
                                  Average        Income/       Yield/   
                                  Balance        Expense        Rate  
     Assets:                      -------        -------      -------
     Loans 
       Taxable                   $649,007        $14,602        8.93%     
       Tax Exempt                  13,025            266        8.10%
     Securities                                         
       Taxable                    250,189          4,318        6.85%     
       Tax Exempt                  10,747            226        8.34%
     Federal Funds Sold &                                                 
       Interest Bearing Deposits   16,790            235        5.55%     
                                 --------        -------   
     Total Earning Assets         939,758         19,647        8.29%
                                                 -------        -----
     Allowance for Loan                      
       Losses                     (12,801)                         
     Cash and Due from Banks       23,958                
     Other Non-Earning Assets      35,488                     
                                 --------
          Total Assets           $986,403                     
                                 ========  
     Liabilities and
     Stockholders' Equity:
     Regular Savings, Interest
       Checking and MMDAs        $343,508          2,390        2.76%
     Time Deposits                410,132          5,823        5.63%     
     Short-Term Borrowings          6,369             79        4.92%
     Long Term Debt                25,800            420        6.46%     
                                 --------        -------    
     Total Interest                                           
       Bearing Liabilities        785,809          8,712        4.40%
                                                 -------        -----
     Demand Deposits               98,595                     
     Other Liabilities             15,800                
     Stockholders' Equity          86,199                     
     Total Liabilities and       --------
       Stockholders' Equity      $986,403                
                                 ========
     Net Interest Income (Tax                
       Equivalent Basis)                          10,935             
     Tax Equivalent Adjustment                      (143)            
                                                 -------
     Net Interest Income                         $10,792             
                                                 =======        
     Net Interest Rate Spread                                   3.89%
                                                                =====
     Net Interest Margin                                        4.62%
                                                                =====
                                        20





                            EVERGREEN BANCORP, INC. 
                MANAGEMENT'S DISCUSSION AND ANALYSIS - Continued
         Average Balances For The Three Months Ended September 30, 1996
                            (Dollars in Thousands)

                                             Interest     Average     
                                Average      Income/       Yield/   
                                Balance      Expense        Rate  
     Assets:                    -------      -------      -------
     Loans 
       Taxable                   $625,871        $14,447        9.18%     
       Tax Exempt                  15,876            297        7.44%
     Securities                                         
       Taxable                    174,732          2,911        6.63%     
       Tax Exempt                   8,985            209        9.25%
     Federal Funds Sold &                  
       Interest Bearing Deposits   13,401            179        5.31%     
                                 --------        -------   
     Total Earning Assets         838,865         18,043        8.56%
                                                 -------        -----
     Allowance for Loan                      
       Losses                     (12,783)                         
     Cash and Due from Banks       30,011                
     Other Non-Earning Assets      30,420                     
                                 --------
          Total Assets           $886,513                     
                                 ========  
     Liabilities and
     Stockholders' Equity:
     Regular Savings, Interest
       Checking and MMDAs        $341,791          2,381        2.77%
     Time Deposits                325,913          4,408        5.38%     
     Short-Term Borrowings          3,762             50        5.29%
     Long Term Debt                22,508            383        6.77%     
                                 --------        -------    
     Total Interest                                           
       Bearing Liabilities        693,974          7,222        4.14%
                                                 -------        -----
     Demand Deposits               96,778                     
     Other Liabilities             11,304                
     Stockholders' Equity          84,457                     
     Total Liabilities and       --------
       Stockholders' Equity      $886,513                
                                 ========
     Net Interest Income (Tax                
       Equivalent Basis)                          10,821             
     Tax Equivalent Adjustment                      (156)            
                                                 -------
     Net Interest Income                         $10,665             
                                                 =======        
     Net Interest Rate Spread                                   4.42%
                                                                =====
     Net Interest Margin                                        5.13%
                                                                =====
                                        21





                            EVERGREEN BANCORP, INC. 
                MANAGEMENT'S DISCUSSION AND ANALYSIS - Continued
         Average Balances For The Nine Months Ended September 30, 1997
                            (Dollars in Thousands)

                                               Interest     Average     
                                  Average      Income/       Yield/   
                                  Balance      Expense        Rate  
     Assets:                      -------      -------      -------
     Loans 
       Taxable                   $644,960      $43,359        8.99%     
       Tax Exempt                  12,433          720        7.74%
     Securities 
       Taxable                    224,796       11,500        6.84%     
       Tax Exempt                   9,160          596        8.70%
     Federal Funds Sold &     
       Interest Bearing Deposits   26,338        1,078        5.47%     
                                 --------      -------   
     Total Earning Assets         917,687       57,253        8.34%
                                               -------        -----
     Allowance for Loan                      
       Losses                     (12,732)                         
     Cash and Due from Banks       25,869                
     Other Non-Earning Assets      34,075                     
                                 --------
          Total Assets           $964,899                     
                                 ========  
     Liabilities and
     Stockholders' Equity:
     Regular Savings, Interest
       Checking and MMDAs        $345,611        7,230        2.80%
     Time Deposits                395,461       16,556        5.60%     
     Short-Term Borrowings          5,105          192        5.03%
     Long Term Debt                25,883        1,232        6.36%     
                                 --------      -------    
     Total Interest
       Bearing Liabilities        772,060       25,210        4.37%
                                               -------        -----
     Demand Deposits               92,841                     
     Other Liabilities             14,209                
     Stockholders' Equity          85,789
     Total Liabilities and       --------
       Stockholders' Equity      $964,899                
                                 ========
     Net Interest Income (Tax                
       Equivalent Basis)                        32,043             
     Tax Equivalent Adjustment                    (388)            
                                               -------
     Net Interest Income                       $31,655             
                                               =======        
     Net Interest Rate Spread                                 3.97%     
                                                              =====
     Net Interest Margin                                      4.67%
                                                              =====
                                        22





                            EVERGREEN BANCORP, INC. 
                MANAGEMENT'S DISCUSSION AND ANALYSIS - Continued
         Average Balances For The Nine Months Ended September 30, 1996
                            (Dollars in Thousands)

                                               Interest     Average     
                                  Average      Income/       Yield/   
                                  Balance      Expense        Rate  
     Assets:                      -------      -------      -------
     Loans 
       Taxable                   $606,580      $41,572        9.15%     
       Tax Exempt                  15,559          905        7.77%
     Securities 
       Taxable                    184,196        9,055        6.57%     
       Tax Exempt                  11,676          844        9.66%
     Federal Funds Sold &           
       Interest Bearing Deposits   14,058          561        5.33%     
                                 --------      -------   
     Total Earning Assets         832,069       52,937        8.50%
                                               -------        -----
     Allowance for Loan                      
       Losses                     (12,471)                         
     Cash and Due from Banks       29,692                
     Other Non-Earning Assets      31,425                     
                                 --------
          Total Assets           $880,715                     
                                 ========  
     Liabilities and
     Stockholders' Equity:
     Regular Savings, Interest
       Checking and MMDAs        $340,345        7,056        2.77%
     Time Deposits                324,365       13,216        5.44%     
     Short-Term Borrowings          3,689          142        5.14%
     Long Term Debt                22,879        1,190        6.95%     
                                 --------      -------    
     Total Interest
       Bearing Liabilities        691,278       21,604        4.17%
                                               -------        -----
     Demand Deposits               93,810                     
     Other Liabilities             12,011                
     Stockholders' Equity          83,616  
     Total Liabilities and       --------
       Stockholders' Equity      $880,715                
                                 ========
     Net Interest Income (Tax                
       Equivalent Basis)                        31,333             
     Tax Equivalent Adjustment                    (555)            
                                               -------
     Net Interest Income                       $30,778             
                                               =======        
     Net Interest Rate Spread                                 4.33%     
                                                              =====
     Net Interest Margin                                      5.03%
                                                              =====
                                     23                   





     Part II. Other Information

     Item 6. Exhibits and Reports on Form 8-K

         (a) Exhibits

             (3) Certificate  of  Incorporation  (incorporated by reference to
                 Registrants' Registration Statement on Form S-8, Registration
                 No. 333-36303, Dated September 24, 1997).

            (10) Evergreen  Bancorp,  Inc. Amended  and  restated  1995  Stock
                 Incentive  Plan  (incorporated  by reference  to Registrants' 
                 Registration  Statement  on  Form  S-8, Registration No. 333-
                 36303, Dated September 24, 1997).
                 
            (11) Earnings Per Share

            (27) Financial Data Schedule

         (b) Reports on 8-K

             None
































                                        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.

     


      November 13, 1997                   /s/ George W. Dougan                 
      -----------------                   --------------------
           Date                             George W. Dougan     
                                   President & Chief Executive Officer
                                     (Principal Executive Officer)



      November 13, 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 Amount)


                                             Nine Months Ended September 30,
                                           ___________________________________

                                                  1997            1996
                                              ____________    ____________

Net Income Per Common Share:
Weighted Average Common Shares
Outstanding                                     9,016,000       9,257,000
                                               ==========      ========== 
Net Income                                        $ 8,239         $ 7,592
                                               ==========      ========== 
Net Income Per Common Share                       $   .91         $   .82
                                               ==========      ==========  
                                              
Net Income Per Common Share - Primary:
Weighted Average Common Shares          
Outstanding                                     9,016,000       9,257,000
Common Stock Equivalents - Primary                161,000         124,000
                                               ----------      ----------
Weighted Average Common Shares and                       
Common Share Equivalents Outstanding            9,177,000       9,381,000
                                               ==========      ==========
Net Income                                        $ 8,239         $ 7,592
                                               ==========      ==========
Net Income Per Common Share                       $   .90         $   .81
                                               ==========      ==========

Net Income Per Common Share - Fully Diluted:
Weighted Average Common Shares                                           
Outstanding                                     9,016,000       9,257,000
Common Stock Equivalents - Fully Diluted          230,000         175,000
                                               ----------      ----------
Weighted Average Common Shares and
Common Share Equivalents Outstanding            9,246,000       9,432,000
                                               ==========      ==========
Net Income                                        $ 8,239         $ 7,592
                                               ==========      ==========
Net Income Per Common Share                       $   .89         $   .80
                                               ==========      ==========