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, 1996 
                        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, 1996    
      -------------------                       ---------------------- 
      $3.33 1/3 Par Value                              9,149,787   



                   
                   
                   
                   
                   
                   
                   
                   
                   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, 1996, and 1995             1-2

               Consolidated Statements of Income for the Nine
               Months Ended September 30, 1996, and 1995             3-4

               Consolidated Statements of Financial Condition
               as of September 30, 1996, and December 31, 1995       5-6

               Consolidated Statements of Cash Flows for the
               Nine Months Ended September 30, 1996 and 1995         7-8

               Notes to Consolidated Interim                         
               Financial Statements                                   9

               Report of Independent Auditors                        10

     Item 2    Management's Discussion and Analysis                 11-22


     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

           (b) Reports on Form 8-K

               Registrant's press release, dated August 15, 1996, announcing
               the declaration of a two-for-one stock split in the form of a
               100% stock dividend  and plans  to increase  the common stock 
               dividend.


                                         
                                   
                            EVERGREEN BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                            (DOLLARS IN THOUSANDS)
                            (EXCEPT PER SHARE DATA)


                                                           THREE MONTHS
                                                        ENDED September 30,
                                                          1996      1995  
                                                            (UNAUDITED)
     Interest Income:                                       
       Interest and Fees on Loans                        $14,657   $13,369
       Interest on U.S. Government & Agency Obligations    2,699     2,714
       Interest on State & Municipal Obligations             241       388
       Interest on Other Bonds, Notes, & Debentures          111       143 
       Interest on Federal Funds Sold & Bank Deposits        179       411
                                                         -------   -------
     Total Interest Income                                17,887    17,025
                                                         -------   -------
     Interest Expense:                                           
       Interest on Deposits:                                     
         Regular Savings, NOW and Money Market                     
           Deposit Accounts                                2,381     2,515
         Other Time                                        4,408     4,125
       Interest on Short-Term Borrowings                      50       185
       Interest on Long-Term Debt                            383       205
                                                         -------   -------
          Total Interest Expense                           7,222     7,030
                                                         -------   -------
                                                                 
     Net Interest Income                                  10,665     9,995
     Provision for Loan Losses                               360       360
                                                         -------   -------
     Net Interest Income After Provision for                     
        Loan Losses                                       10,305     9,635
                                                         -------   ------- 
     Other Income:                                               
       Trust Department Income                               551       465
       Service Charges on Deposit Accounts                   709       722
       Net Gain on Security Transactions                      10        25 
       Other                                                 312       338
                                                         -------   -------
          Total Other Income                               1,582     1,550
                                                         -------   -------

                                                            (Continued)








                                        1


                                       
                                     

                            EVERGREEN BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                                   CONTINUED
                            (DOLLARS IN THOUSANDS)
                            (EXCEPT PER SHARE DATA)

                                                            THREE MONTHS
                                                         ENDED September 30,
                                                           1996      1995  
                                                             (UNAUDITED)
     Other Expense:                                              
       Salaries and Employee Benefits                      4,360     4,484
       Net Occupancy Expense                                 481       498
       Equipment Expense                                     448       464
       FDIC Insurance                                          1         6
       Professional Services                                 330       374
       Data Processing                                       591       481
       Supplies and Printing                                 205       186
       Advertising                                           195       157
       Postage                                               124       119
       OREO Writedowns and Expenses, Net                     (66)      904   
       Other                                               1,018     1,261
                                                         -------   -------
          Total Other Expense                              7,687     8,934
                                                         -------   -------

     Income Before Taxes                                   4,200     2,251 
     Applicable Income Taxes                               1,506       201
                                                         -------   -------
     Net Income                                          $ 2,694   $ 2,050
                                                         =======   =======
     Earnings Per Common Share:
     Average Shares Outstanding                        9,199,000 9,416,000 

     Net Income per Share                                $   .29    $  .22 




     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,
                                                            1996      1995  
                                                              (UNAUDITED)
     Interest Income:                                       
       Interest and Fees on Loans                          $42,211  $39,577
       Interest on U.S. Government & Agency Obligations      8,385    7,613
       Interest on State & Municipal Obligations               877    1,367
       Interest on Other Bonds, Notes, & Debentures            348      434
       Interest on Federal Funds Sold & Bank Deposits          561    1,011
                                                            ------   ------
          Total Interest Income                             52,382   50,002
                                                            ------   ------
     Interest Expense:
       Interest on Deposits:
         Regular Savings, NOW and Money Market
           Deposit Accounts                                  7,056    7,251
         Other Time                                         13,216   11,939
       Interest on Short-Term Borrowings                       142      491
       Interest on Long-Term Debt                            1,190      559
                                                            ------   ------
          Total Interest Expense                            21,604   20,240
                                                            ------   ------
          
     Net Interest Income                                    30,778   29,762
     Provision for Loan Losses                               1,080    1,440
                                                            ------   ------
     Net Interest Income After Provision for Loan Losses    29,698   28,322
                                                            ------   ------

     Other Income:
       Trust Department Income                               1,754    1,701  
       Service Charges on Deposit Accounts                   2,119    2,081 
       Net Loss on Security Transactions                        (7)    (162) 
       Other                                                   928    1,067 
                                                            ------   ------
          Total Other Income                                 4,794    4,687
                                                            ------   ------

                                                              (Continued)









                                        3




                                      
                            EVERGREEN BANCORP, INC.
                       CONSOLIDATED STATEMENTS OF INCOME
                                   CONTINUED
                            (DOLLARS IN THOUSANDS)
                            (EXCEPT PER SHARE DATA)

                                                            NINE MONTHS
                                                        ENDED September 30,
                                                           1996     1995  
                                                            (UNAUDITED)
     

     Other Expenses:
       Salaries and Employee Benefits                     12,141    12,183
       Net Occupancy Expense                               1,489     1,483
       Equipment Expense                                   1,385     1,376
       FDIC Insurance                                          2       942
       Professional Services                                 867     1,197
       Data Processing                                     1,844     1,438
       Supplies and Printing                                 622       772
       Advertising                                           615       487
       Postage                                               399       382
       OREO Writedowns and Expenses, Net                     327       903
       Other                                               2,974     3,803
                                                         -------   -------
          Total Other Expenses                            22,665    24,966
                                                         -------   -------

     Income Before Taxes                                  11,827     8,043 
     Applicable Income Taxes                               4,235     2,130
                                                         -------   -------
     Net Income                                          $ 7,592   $ 5,913
                                                         =======   =======
     Earnings Per Common Share:
     Average Shares Outstanding                        9,257,000 9,449,000 

     Net Income per share                               $    .82   $   .63 



     See accompanying notes to consolidated interim financial statements.





                                       







                                        4





                            EVERGREEN BANCORP, INC.
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                            (DOLLARS IN THOUSANDS)

                                                        9/30/96   12/31/95
                                                      (UNAUDITED)


     Assets:

     Cash and Cash Equivalents:
     Cash and Due From Banks                           $ 36,938    $ 31,021
     Federal Funds Sold                                  24,000      12,600
                                                       --------    --------
             Total Cash and Cash Equivalents             60,938      43,621
                                                       --------    --------
     Securities:
     Securities Available For Sale (Amortized           
       cost of $163,615 and $189,995 at 9/30/96
       and 12/31/95 respectively)                       163,321     190,785
     Securities Held to Maturity (fair value
       of $22,199 and $24,515 at 9/30/96
       and 12/31/95 respectively)                        21,411      23,128
                                                       --------    --------
          Total Securities                              184,732     213,913
                                                       --------    --------
     Loans:
       Commercial                                       223,739     230,771
       Mortgage                                         275,862     247,183  
       Installment                                      150,227     120,654
       Other                                                248         429
                                                       --------    --------
          Total Loans                                   650,076     599,037
     Less:
       Allowance for Loan Losses                        (12,682)    (12,115)
       Unearned Income on Loans                          (4,711)     (6,839)
                                                       --------    -------- 
          Loans, net                                    632,683     580,083
                                                       --------    --------

     Bank Premises and Equipment, net                    12,995      13,694
     Other Real Estate Owned                              1,292       3,784
     Other Assets                                        16,464      16,328
                                                       --------    --------
          Total Assets                                 $909,104    $871,423
                                                       ========    ========

                                                            (Continued)
                                                            





                                        5


                                       


                            EVERGREEN BANCORP, INC.
                CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                   CONTINUED
                            (DOLLARS IN THOUSANDS)

                                                        9/30/96    12/31/95
                                                      (UNAUDITED)
     Liabilities:

     Deposits:                                        
       Demand                                          $ 98,491    $ 97,380
       Regular Savings, Now Accounts and Money
          Market Deposit Accounts                       344,562     340,218
       Certificates of Deposit over $100,000             76,742      70,614
       Other Time                                       267,421     242,012
                                                       --------    --------
          Total Deposits                                787,216     750,224
                                                       --------    --------
     Federal Funds Purchased and Other Short
       Term Borrowings                                    3,181       3,260
     Accrued Taxes and Other Liabilities                 11,866      11,419
     Long-Term Debt                                      22,486      23,475
                                                       --------    --------
          Total Liabilities                             824,749     788,378
                                                       --------    --------

     Stockholders' Equity     
     Common Stock $3.33 1/3 Par Value:  Authorized-
     20,000,000 Shares; Issued 9,633,966 at September 
     30, 1996 and 9,621,966 at December 31, 1995         32,113      16,036 
     Surplus                                              6,787       6,680
     Undivided Profits                                   51,632      63,065
     Market (Under)/ Over Cost of Securities Available  
       For Sale, Net of Deferred Tax                       (177)        474 
     Treasury Stock (474,579 shares at September 30,    
     1996 and 244,536 shares at December 31, 1995)       (5,192)     (2,243)
     Common Stock Subscribed by ESOP                       (808)       (967)
                                                       --------    -------- 
          Total Stockholders' Equity                     84,355      83,045
                                                       --------    --------
          Total Liabilities and Stockholders' Equity   $909,104    $871,423
                                                       ========    ========

     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,                    1996     1995
                                                             (Unaudited)
                                                          -----------------
     Cash Flows from Operating Activities:                         
     Net Income. . . . . . . . . . . . . . . . . . . .  $   7,592  $  5,913 
     Adjustments to Reconcile Net Income to 
     Net Cash Provided by Operating Activities:
       Net Change in Unearned Loan Fees. . . . . . . .         28        26
       Net Change in Other Assets and Other Liabilities     1,077      (388)
       Loss on Sale of Securities. . . . . . . . . . .          7       162  
       (Increase)/Decrease in Deferred Tax Benefit . .       (333)    1,499
       (Gain)/Loss on Sale / Write-Down of 
         Other Real Estate . . . . . . . . . . . . . .        (40)      903
       Loss on Disposition of Assets . . . . . . . . .         10         -
       Depreciation. . . . . . . . . . . . . . . . . .      1,139     1,195
       Provision for Loan Losses . . . . . . . . . . .      1,080     1,440
       Amortization of Premiums & Accretion of 
               Discounts on Securities, Net. . . . . .        308        91  
                                                          -------   -------  
     
          Net Cash Provided By Operating Activities. .     10,868    10,841 
                                                          -------    ------ 
     Cash Flows From Investing Activities:
     Proceeds From: 
       Sales of Securities Available for Sale. . . . .      6,737     8,404
       Maturities of Securities Available for Sale . .     43,520    32,240
       Maturities of Securities Held to Maturity . . .      6,684    10,509 
     Purchases of Securities Available for Sale. . . .    (24,162)  (36,256)
     Purchases of Securities Held to Maturity. . . . .     (4,997)   (9,601)
     Proceeds From Sales of Loans. . . . . . . . . . .      2,713    18,031
     Net Increase in Loans . . . . . . . . . . . . . .    (57,094)  (18,918)  
     Change in Check Overdraft Receivables . . . . . .        361       191
     Proceeds From Sales of Other Real Estate. . . . .      2,844     7,335
     Proceeds From Sale of Fixed Assets. . . . . . . .        154         -
     Capital Expenditures. . . . . . . . . . . . . . .       (604)   (1,157)
                                                           ------    ------
          Net Cash (Used)/Provided By
            Investing Activities . . . . . . . . . . .    (23,844)   10,778 
                                                           ------   -------
     Cash Flows From Financing Activities:
     Net Increase in Deposits. . . . . . . . . . . . .     36,992    12,040 
     Net Decrease in Short-Term Borrowings . . . . . .        (79)     (813)
     Payments on Long Term Debt. . . . . . . . . . . .       (830)      (61)
     Proceeds From Issuance of Long-Term Debt. . . . .          -     7,500
     Proceeds From Issuance of Common Stock. . . . . .        127       176

                                                              (Continued)

                                                                 

                                        7





                            EVERGREEN BANCORP, INC.
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   CONTINUED                   
                            (DOLLARS IN THOUSANDS)
 
     THE NINE MONTHS ENDED SEPTEMBER 30,                      1996     1995
                                                               (Unaudited) 
                                                            -----------------

     Payments for Purchase of Treasury Stock . . . .        (3,128)    (749)
     Dividends Paid. . . . . . . . . . . . . . . . .        (2,789)  (1,419)
                                                            ------   ------
          Net Cash Provided By 
            Financing Activities . . . . . . . . . .        30,293   16,674 
                                                            ------   ------
     Net Increase in Cash and Cash Equivalents . . .        17,317   38,293 
     Cash and Cash Equivalents at Beginning of Year.        43,621   34,592
                                                           -------  -------
     Cash and Cash Equivalents at End of Quarter . .      $ 60,938 $ 72,885
                                                           =======  =======
     Supplemental Disclosure of Cash Flows:
     Interest Paid . . . . . . . . . . . . . . . . .      $ 21,256 $ 19,916
     Taxes Paid. . . . . . . . . . . . . . . . . . .         4,808    3,367

     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 $312,000 and $2,487,000 during the 
     nine months ended September 30, 1996 and 1995, 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  $159,000 and $153,000  during the nine months ended  September 
     30, 1996 and 1995 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  loss on these securities  was $294,000 at September 30, 1996.
     The  adjustment to  stockholders'  equity  for the  unrealized  loss  was 
     $177,000, net of deferred income tax benefit of $117,000.

     At September 30, 1995  securities  available  for sale  had an unrealized 
     loss of $638,000.  The adjustment to stockholders' equity net of deferred 
     income tax benefit of $256,000, was $382,000.







     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,  1996, the  results of  operations  for the  three and nine
     months  ended  September 30,  1996 and  1995 and cash flows  for the nine
     months ended September 30, 1996 and 1995. 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. 1995 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, 1996, and 1995,
     takes into  consideration a reduction to issued shares by  Treasury Stock
     held weighted by the number of days such stock is held.


     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. Stock Split
        -----------
     On August 15, 1996, the Company's Board of Directors  approved a two-for-
     one common stock split in the  form of a 100% stock dividend  paid during
     September 1996.  Accordingly, all share and  per share  data for 1995 and
     1996  have been restated to  reflect the  stock split.  The effect of the
     transaction on the  Consolidated statements of Financial Condition was to
     increase Common Stock and reduce Retained Earnings by $16,056,000.
                                      
                                        9





                         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, 1996 and the
     related  consolidated statements of income for  the three-month and nine-
     month periods  ended  September 30, 1996  and 1995, and the  consolidated
     statements of cash flows  for the nine-month periods  ended September 30,
     1996 and 1995. 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, 1995, 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 26, 1996,  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,  1995, 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 8, 1996

                            








                                        10





                            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.

     SUMMARY OF RESULTS OF OPERATION
     -------------------------------
     Net income for the three months ended  September 30, 1996, was $2,694,000
     or  $.29 per share,  compared to $2,050,000  or $.22 per share  in 1995's
     third quarter. For the  nine month period, net income was  $7,592,000, or
     $.82  per share,  compared  to $5,913,000,  or $.63  per share,  in 1995.
     Income  for the third quarter  was primarily  affected  by increased  net
     interest  income and  a net recovery  from  the disposal  of OREO  versus
     significant  "Bulk Sale"  related writedowns  in the same quarter  of the 
     prior year. In the third quarter of 1995, the Bank consumated a bulk sale 
     (the "Bulk Sale") of certain performing  and nonperforming loans and OREO
     for approximately  $13,250,000.  These assets sold by the Bank  carried a
     book value of  approximately  $20,000,000  and the  loan loss reserve was
     reduced by approxmately $6,345,000. Tax benefits associated with the Bulk
     Sale led to a lower tax provision of $201,000, similar benefits  were not
     available  in 1996.  Net income  on a  year to date  basis  has also been
     positively  affected by significantly  lower FDIC  premiums and loan loss
     provisions through the first nine months of 1996. 

     In 1996, the annualized return on average assets  for the nine months was
     1.15%, compared to .94%  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 1996 was 12.1%,  compared to 10.1% for the
     same period  in 1995.  The increase in the returns  on average assets and
     stockholders' equity  are due  primarily  to the  increased  level of net
     income.

     NET INTEREST INCOME
     -------------------
     Net interest income  for the  three months  ended  September 30, 1996 was
     $10,665,000,  compared to  $9,995,000  for the same period of 1995.  This
     represents an increase of $670,000 or 6.7%. The first nine months of 1996
     reflect  net  interest income  of  $30,778,000, an  increase  of 3.4%  as
     compared  to $29,762,000  for the same period last year.  The increase in
     net  interest income  in 1996's  third quarter  is attributed  to both an
     increase in  average earning assets  and an increase  in the net interest
     margin.  The increase in the net interest margin  is due to the fact that
     interest rates  on costing liabilities  declined while  rates on  earning
     assets  rose  slightly.  The increase  in rates  on earning  assets was a


                                        11





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


     result of a shift of invested dollars out of securities and Fed Funds and
     into loans,  and a one time recovery of unrecorded interest on a resolved
     non-accrual loan of $246,000.

     On a  taxable equivalent basis,  net interest income was  $10,821,000 for
     the quarter ended  September 30, 1996 as compared to  $10,291,000 for the
     quarter ended September 30, 1995. This represents an increase of $530,000
     or  5.2%.  For the  first nine  months  of 1996  taxable  equivalent  net
     interest income increased 2.2% to $31,333,000 from the level reported for
     the nine months  ended September 30, 1995.  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
     $34,548,000,  or 4.3%,  in comparison  to the  same period  in 1995. This
     increase  resulted primarily  from higher levels of loans which increased
     $42,197,000  on average. The increase  in loans  was primarily  funded by
     decreases in Fed Funds  and higher  average balances  in interest bearing
     deposits.

     The  income increase  due to  volume was  somewhat offset by a  lower net
     interest margin. At 5.03% the margin for the first nine months of 1996 is
     11 basis points  lower than  the same period  of the  prior year. The de-
     crease in the margin is a result of rates on interest bearing liabilities
     rising 9 basis points while rates  on interest  earning assets declined 3
     basis points. The decrease in yields  on earning assets is due to a rela-
     tive shift in the loan portfolio  from commercial loans to lower yielding
     municipal and retail loans.

     ALLOWANCE FOR LOAN LOSSES
     -------------------------
     The Company's  allowance for loan losses  at September 30, 1996,  has in-
     creased $567,000 to $12,682,000  from the December 31, 1995 balance. As a 
     percent of total loans, net of unearned income, the allowance was approx-
     imately 2.0% at  September 30, 1996. The  allowance represents  210.4% of 
     total non-performing loans at quarter end. The provision  for loan losses 
     for the  quarter ended September 30, 1996 was $360,000  which equaled the 
     provision for the same period in 1995. For the nine months ended June 30, 
     1996 the  provision totaled  $1,080,000,  compared to  $1,440,000  a year 
     earlier.  The reduced provision,  from year earlier levels,  reflects the 
     reduction of  non-performing loans  from the levels of the previous year.
     
     The allowance  for loan losses  represents amounts  available  for future
     credit  losses  and  reflects  management's  ongoing  detailed  review of
     certain  individual  credits, as  well as  analysis  of the  historic net 
     charge off experience of the portfolio, an evaluation of current and ant-
     icipated economic  conditions, peer group statistics  and other pertinent 
     factors.  

     
                                        12 





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


     Loans (or portions thereof)  deemed uncollectable are charged against the 
     allowance  while recoveries of  amounts previously  charged off are added 
     to the  allowance.  Provisions  for loan losses  charged to earnings  are 
     added  to the allowance.  Amounts are charged off once the 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.
                                              9/30/96       12/31/95
                                              -------       --------
                                              (Dollars In Thousands)

               Non-Accrual                   $  3,712       $  4,571
               Past Due 90 Days                 2,181          1,203
               Restructured                       135            138
                                             --------       --------
                 Total Non-Performing
                    Loans                    $  6,028       $  5,912
                                             ========       ========
                 Other Real Estate           $  1,292       $  3,784

     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, 1996, is $4,794,000,
     $107,000 more than  the $4,687,000 recorded in the same period last year. 
     The  Company  recorded  investment securities  losses of  $7,000  in 1996 
     versus  losses of  $162,000  in 1995,  this reduced  level  of securities 
     losses contributed to the increase  in other  income. The largest  source 
     of  other income  continues to be  service charges. Other income  for the
     third quarter of 1996 was $1,582,000 up 2.1% from $1,550,000 in the third 
     quarter of 1995.  

     Other expense  for the  quarter ended  September 30, 1996 was $7,687,000, 
     compared to  $8,934,000  for the  same quarter  last year,  a decrease of 
     $1,247,000 or 14.0%.  The third quarter of 1995  included a net loss from 
     sales of  other real estate owned  of $ 904,000 and  a one time charge of 
     $462,000 related to  a reduction in force ("RIF") that was implemented at 
     the beginning of the  fourth quarter of 1995.  Although the third quarter 


     
                                        13





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


     of 1996 also included  one time events  in both the salary  and OREO line 
     items,  the amounts  involved  do not  approach  the levels  of the prior 
     year's quarter. Salary expense is down $124,000 from 1995 levels and OREO 
     writedowns  and expenses  are a  net recovery  of $66,000  for the  third 
     quarter of 1996.

     FDIC  insurance was  virtually nil for the  quarters ended  September 30, 
     1996 and 1995.  As a result of legislation passed on  September 30,  1996  
     recapitalizing  the  Savings  Association  Insurance Fund,  this level of  
     deposit  insurance premiums  is expected to increase  in 1997  to approx-
     imately $25,000 per quarter. Data processing costs were  $591,000 for the  
     third quarter,  compared to $481,000  for the same period  a year ago, an 
     increase  of  $110,000  or  22.9%  and is due  to increased  outsourcing.  
     Effective September 1,  1996 the Company  began to experience  lower data 
     processing  costs as a result of the renegotiation  and extension  of its 
     existing data processing contract.

     INCOME TAX EXPENSE
     ------------------
     Income tax expense  for the  three months ended  September 30,  1996, was 
     $1,506,000 as compared  to $201,000  for the three months ended September 
     30, 1995. The  increase of  $1,305,000 was largely  a result of  New York 
     State  tax benefits  resulting from the  "Bulk Sale" taken in 1995  and a 
     $1,949,000 increase in net income before taxes. For the nine months ended 
     September  30,  1996  income  tax  expense  was  $4,235,000  compared  to 
     $2,130,000 in 1995.  The effective income tax rates  for the  nine months 
     ended September 30, 1996 and 1995 were 35.8% and 26.5%, respectively. The 
     increase in the  effective tax rate  is attributable  to a lack of  "Bulk 
     Sale"  related  tax benefits  and lower relative levels of income derived 
     from tax exempt sources.

     CAPITAL AND LIQUIDITY
     ---------------------
     At September 30, 1996,  stockholders' equity was  $84,355,000 as compared 
     to $83,045,000 at  December 31, 1995,  an increase of  1,310,000 or 1.6%. 
     The  increase in  stockholders' equity  is a result  of the  retention of 
     earnings of $4,803,000, stock issuance of $127,000 and a reduction of the 
     ESOP balance of $159,000. These were offset by  treasury share  purchases 
     of $3,128,000 and a change in the  valuation of securities  available for
     sale, net of deferred tax benefit, of $651,000. 

     On July 18, 1996 the Company announced a stock repurchase program author-
     izing  purchases of an  additional  4% of issued shares  or approximately
     386,000 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.


                                        14





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

     
     On August 15, 1996, the Company's Board of Directors  approved a two-for-
     one common stock split in the  form of a 100% stock dividend  paid during
     September 1996. The effect of the transaction on the  Consolidated state-
     ments of  Financial Condition  was to  increase  Common Stock  and reduce 
     Retained Earnings by $16,056,000.
     
     The following table sets forth the Company's risk based capital ratios as  
     of September 30, 1996 and the regulatory  guidelines for well capitalized 
     institutions.

                                     Evergreen           Well Capitalized
          Risk-Based               Bancorp, Inc.             Regulatory
            Ratios                 Sept. 30, 1996            Guidelines 
          ----------               --------------        ----------------  

          Leverage Ratio                9.3 %                  5.0 %

          Tier 1                       13.8 %                  6.0 %

          Total Capital                15.0 %                 10.0 %

     Average federal funds sold  for the nine months ended  September 30, 1996 
     were $13,970,000, as compared to  $22,185,000  for the  nine months ended 
     September 30,  1995.  Net  cash  provided  by  operating  activities  was 
     $10,868,000 for the  nine months ended September 30, 1996  as compared to 
     net cash provided of $10,841,000 for the  nine months ended September 30, 
     1995. Largely due to increases in loan balances, net cash used by invest-
     ing activities was  $23,844,000 for the  nine months ended  September 30,
     1996 as compared to net cash provided of  $10,778,000 for the same period 
     last year. Net cash provided by  financing activities was $30,293,000 for 
     the nine months of 1996  as compared to cash  provided of $16,674,000 for
     the  nine months  of 1995. The  increase  in cash  provided by  financing 
     activities resulted from a $24,952,000  net increase in cash inflows from 
     deposit  accounts offset  by a decrease in funds  provided from long term 
     debt. The level of cash and cash equivalents was $60,938,000 at September 
     30, 1996 as compared to $72,885,000 at September 30, 1995.

     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
     ------------------------------------
     During the  quarter ended  September 30, 1996,  the Company  entered into
     commitments  for  two  additional  branches,  one owned  and  one leased, 
     subject  to obtaining the  requisite  regulatory  approvals.  The capital  
     expenditures  for the two locations will total approximately  $2 million.

                                        15





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



     The Company currently expects to move  one branch and open two additional
     branches,  all leased,  in 1997. The  capital expenditures  for the  1997
     branch expansion plans currently total approximately $1 million.

     The Company  is in the  process of  installing an imaging system  and has
     plans to  upgrade  teller  platform systems  and other  computer  systems 
     throughout  the organization. Total investment in technology  through the 
     end of 1997 is currently estimated to total approximately $1 million.


     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 1996 and 1995  along with a  marginal State  income tax 
     rate of 9.225% for 1996 and 9.625% for 1995.

     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.


                            










                                        16





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

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



                                        For the three months ended           
                                 September 30, 1996  VS  September 30, 1995
                                        
                                    INCREASE / (DECREASE)      TOTAL
                                      DUE TO CHANGE IN        INCREASE/
                                      VOLUME      RATE        (DECREASE)
                                    ---------------------     ----------
     Interest Earned:
     Loans 
       Taxable                       $ 1,349      $   (68)     $ 1,281     
       Tax-Exempt                         43          (95)         (52) 
     Investment Securities    
       Taxable                           (38)         (33)         (71)
      Tax-Exempt                        (270)          66         (204)
     Federal Funds Sold                 (192)         (37)        (229)      
     Interest-Bearing Deposits            (3)           -           (3)
                                      ------       ------       ------ 
     Changes in Total Interest 
     Income                              889         (167)         722  
                                      ------       ------       ------ 
     Less Interest Expense Incurred:
     Regular Savings, NOW and MMDAs      (49)         (85)        (134)    
     Time Deposits                       437         (154)         283  
     Short-Term Borrowings              (110)         (25)        (135)   
     Long Term Debt                      184           (6)         178  

     Changes in Total Interest        ------       ------       ------
     Expense                             462         (270)         192  
                                      ------       ------       ------ 
     Changes in Net Interest 
     Income                          $   427      $   103      $   530 
                                      ======       ======       ======
                                       
                            




                                






                                        17





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


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


                                        For the nine months ended           
                                 September 30, 1996  VS  September 30, 1995
                                   
                                    INCREASE / (DECREASE)       TOTAL
                                      DUE TO CHANGE IN        INCREASE/
                                      VOLUME      RATE        (DECREASE)
                                   ----------------------     ----------
     Interest Earned:
     Loans and Leases
          Taxable                    $ 2,817     $  (190)      $ 2,627     
          Tax-Exempt                     109        (231)         (122) 
     Investment Securities    
          Taxable                        514         105           619  
          Tax-Exempt                    (679)         32          (647)
     Federal Funds Sold                 (337)       (101)         (438)      
     Interest-Bearing Deposits           (12)          -           (12)     
                                      ------      ------        ------
     Changes in Total Interest 
     Income                            2,412        (385)        2,027  
                                      ------      ------        ------        
     Less Interest Expense Incurred:
     Regular Savings, NOW and MMDAs     (141)        (54)         (195)      
     Time Deposits                     1,203          74         1,277  
     Short-Term Borrowings              (259)        (90)         (349)   
     Long Term Debt                      602          29           631  
                                      ------      ------        ------
     Changes in Total Interest 
     Expense                           1,405         (41)        1,364  
                                      ------      ------        ------
     Changes in Net Interest 
     Income                          $ 1,007     $  (344)      $   663 
                                      ======      ======        ======













                                        18





                            EVERGREEN BANCORP, INC. 
                MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
        Average Balances For The Three Months Ended September 30, 1996

                                                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            13,305            178        5.32%     
     Interest Bearing Deposits                                 
       with Banks                      96              1        4.14%     
                                 --------        -------   
     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, NOW
       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%
                                                                =====
                                        19





                            EVERGREEN BANCORP, INC.
        Average Balances For The Three Months Ended September 30, 1995
                                             Interest     Average     
                                Average      Income/       Yield/   
                                Balance      Expense        Rate  
     Assets:                    -------      -------      -------
     Loans 
       Taxable                 $565,950      $13,166        9.23%
       Tax Exempt                13,951          349        9.92%
     Securities 
       Taxable                  176,729        2,982        6.69%
       Tax Exempt                21,045          413        7.79%
     Federal Funds Sold          27,360          407        5.90%
     Interest Bearing Deposits
       with Banks                   434            4        3.65%
                               --------      -------
     Total Earning Assets       805,469       17,321        8.53%
                                             -------        ----- 
     Allowance for Loan
       Losses                   (17,789)
     Cash and Due from Banks     29,235
     Other Non-Earning Assets    37,478
                               -------- 
          Total Assets         $854,393
                               ======== 
     Liabilities and
     Stockholders' Equity
     Regular Savings, NOW
       and MMDAs               $348,300        2,515        2.86%
     Time Deposits              293,325        4,125        5.58%
     Short-Term Borrowings       11,782          185        6.23%
     Long Term Debt              11,645          205        6.98%
                               --------      -------
     Total Interest
       Bearing Liabilities      665,052        7,030        4.19%
                                             -------        -----
     Demand Deposits             98,205
     Other Liabilities           10,041
     Stockholders' Equity        81,095
                               --------
     Total Liabilities and
       Stockholders' Equity    $854,393
                               ========
     Net Interest Income (Tax
       Equivalent Basis)                      10,291
     Tax Equivalent Adjustment                  (296)
                                             -------
     Net Interest Income                     $ 9,995
                                             =======
     Net Interest Rate Spread                               4.34%     
                                                            =====
     Net Interest Margin                                    5.07%
                                                            =====

                                        20





                            EVERGREEN BANCORP, INC.
         Average Balances For The Nine Months Ended September 30, 1996
                                             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          13,970          558        5.34%     
     Interest Bearing Deposits
       with Banks                    88            3        4.55%     
                               --------      -------   
     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, NOW
       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%
                                                            =====

                                        21





                            EVERGREEN BANCORP, INC.
         Average Balances For The Nine Months Ended September 30, 1995
                                             Interest     Average     
                                Average      Income/       Yield/   
                                Balance      Expense        Rate  
     Assets:                    -------      -------      -------
     Loans 
       Taxable                 $565,977      $38,945        9.20%
       Tax Exempt                13,965        1,027        9.83%
     Securities 
       Taxable                  173,843        8,436        6.49%
       Tax Exempt                21,101        1,491        9.45%
     Federal Funds Sold          22,185          996        6.00%
     Interest Bearing Deposits
       with Banks                   450           15        4.46%
                               --------      -------
     Total Earning Assets       797,521       50,910        8.53%
                               --------      -------        ----- 
     Allowance for Loan
       Losses                   (18,309)
     Cash and Due from Banks     28,148
     Other Non-Earning Assets    38,788
                               -------- 
          Total Assets         $846,148
                               ======== 
     Liabilities and
     Stockholders' Equity
     Regular Savings, NOW
       and MMDAs               $347,337        7,251        2.79%
     Time Deposits              295,084       11,939        5.41%
     Short-Term Borrowings        9,979          491        6.58%
     Long Term Debt              11,293          559        6.62%
                               --------      -------
     Total Interest
       Bearing Liabilities      663,693       20,240        4.08%
                                             -------        -----
     Demand Deposits             92,589
     Other Liabilities           10,080
     Stockholders' Equity        79,786
                               --------
     Total Liabilities and
       Stockholders' Equity    $846,148
                               ========
     Net Interest Income (Tax
       Equivalent Basis)                      30,670
     Tax Equivalent Adjustment                  (908)
                                             -------
     Net Interest Income                     $29,762
                                             =======
     Net Interest Rate Spread                               4.45%
                                                            =====  
     Net Interest Margin                                    5.14%
                                                            =====
     
                                        21                                    





                                  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, 1996                   /s/ George W. Dougan                 
      -----------------                   --------------------
           Date                             George W. Dougan     
                                   President & Chief Executive Officer
                                     (Principal Executive Officer)



      November 13, 1996                  /s/ George L. Fredette                
      -----------------                  ----------------------
           Date                            George L. Fredette     
                                    Senior Vice President, Treasurer
                                      (Principal Financial Officer)


























                                        
                                        22




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,
                                           ___________________________________

                                                  1996            1995
                                              ____________    ____________

Net Income Per Common Share:
Weighted Average Common Shares
Outstanding                                     9,257,000       9,449,000
                                               ==========      ========== 
Net Income                                        $ 7,592         $ 5,913
                                               ==========      ========== 
Net Income Per Common Share                       $   .82         $   .63
                                               ==========      ==========  
                                              
Net Income Per Common Share - Primary:
Weighted Average Common Shares          
Outstanding                                     9,257,000       9,449,000
Common Stock Equivalents - Primary                124,000          71,000
                                               ----------      ----------
Weighted Average Common Shares and                       
Common Share Equivalents Outstanding            9,381,000       9,520,000
                                               ==========      ==========
Net Income                                        $ 7,592         $ 5,913
                                               ==========      ==========
Net Income Per Common Share                       $   .81         $   .62
                                               ==========      ==========

Net Income Per Common Share - Fully Diluted:
Weighted Average Common Shares                                           
Outstanding                                     9,257,000       9,449,000
Common Stock Equivalents - Fully Diluted          175,000         127,000
                                               ----------      ----------
Weighted Average Common Shares and
Common Share Equivalents Outstanding            9,432,000       9,576,000
                                               ==========      ==========
Net Income                                        $ 7,592         $ 5,913
                                               ==========      ==========
Net Income Per Common Share                       $   .80         $   .62
                                               ==========      ==========