UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                 FORM 10-Q

(Mark One)
(  x  )   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999

                                    OR

(   )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from__________to__________

Commission File Number 2-90679

                         UNION BANKSHARES COMPANY
          (Exact name of registrant as specified in its charter)

          MAINE                                     01-0395131
(State or other jurisdiction            (I.R.S. Employer Identification No.)
of incorporation of organization)

                     66 Main Street, Ellsworth, Maine
                 (Address of Principal Executive Offices)

                                (Zip Code)
                                   04605

            Registrant's telephone number, including area code
                              (207) 667-2504

     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for 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   XXX   NO_____

     Indicate the number of shares outstanding of each of the issue's
classes of common stock, as of the latest practicable date.

          Class                         Outstanding at June 30, 1999
(Common stock, $12.50 Par Value)                 577,836

                         UNION BANKSHARES COMPANY

                            INDEX TO FORM 10-Q

PART I         Financial Information                             Page No.

          Item l:      Financial Statements

        Condensed consolidated balance sheets -                      3
        June 30, 1999, June 30, 1998, December 31, 1998

        Condensed consolidated statements of income -               4-5
        six months ended June 30, 1999 and June 30, 1998
        three months ended June 30, 1999 and June 30, 1998

        Condensed consolidated statements of cash flows -            6
        six months ended June 30, 1999 and June 30, 1998

        Consolidated Statement of Changes in Shareholders' Equity    8
        six months ended June 30, 1999 and 1998

          Item 2:   Management's Discussion and Analysis of Financial
                    Condition and Results of Operations             9-19

PART II        Other Information

          Item 1:     Legal Proceedings                             20

          Item 2:     Changes in Securities                         20

          Item 3:     Defaults Upon Senior Securities               20

          Item 4:     Submission of Matters to a Vote of
                        Security Holders                            20

          Item 5:     Other Information                             20

          Item 6:     Exhibits and Reports on Form 8-K              20






                  UNION BANKSHARES COMPANY AND SUBSIDIARY
                   CONDENSED CONSOLIDATED BALANCE SHEETS

                                     June 30         June 30      December 31
                                       1999            1998           1998
                                   (Unaudited)     (Unaudited)     (Audited)*

ASSETS

Cash and due from banks           $  6,540,437    $  7,506,384   $  7,845,223
Assets available for sale          109,089,090      70,816,599    113,066,150
  (MARKET VALUE AT 6/30/99)
Held to maturity securities at cost  4,293,731      32,467,000      4,375,981
Federal funds sold                   2,438,195         955,251      9,268,135
Loans (net of unearned discount)   114,860,050     112,310,289    110,422,431
Less:  Allowance for loan losses     2,390,459       2,194,076      2,434,636
Net Loans                         $112,469,591    $110,116,213   $107,987,795

Premises, furniture & equip net      2,627,085       2,798,076      2,653,775
Other assets                         6,647,043       6,353,724      5,997,746
Total Assets                      $244,105,172    $231,013,247   $251,194,805

LIABILITIES

Deposits:
  Demand                          $ 21,271,396    $ 20,020,053   $ 22,823,763
  Savings                           86,891,992      77,231,974     85,547,715
  Time                              76,742,829      76,752,371     79,657,538
Total Deposits                     184,906,217     174,004,398    188,029,016
Borrowed Funds                      20,451,250      20,451,250     20,451,250
Sweep Repurchase                     6,512,544       5,457,998      8,965,977
Accrued Expenses & Other Liabilities 4,466,670       4,493,504      5,008,844
Total Liabilities                 $216,336,681    $204,407,150   $222,455,087

SHAREHOLDERS' EQUITY

Common Stock                      $  7,279,925    $  7,279,925   $  7,279,925
Surplus                              3,963,432       3,948,797      3,963,432
Retained Earnings                   17,765,560      15,195,924     16,623,348
Net Unrealized Gain/(Loss) on
  Securities Available for Sale       (929,959)        485,016      1,162,032
Less:  Treasury Stock                  310,467         303,565        289,019
Total Shareholders' Equity        $ 27,768,491    $ 26,606,097   $ 28,739,718
Total Liabilities & Shareholders'
   Equity                         $244,105,172    $231,013,247   $251,194,805


*Condensed from audited financial statements

The accompanying consolidated financial statements include the accounts of
the Company and its majority-owned subsidiary.  Minority interests, which
are not significant, are included in other liabilities in the balance
sheet and other operating expenses in the consolidated statement of
income.

                         UNION BANKSHARES COMPANY
                Condensed Consolidated Statements of Income
                                (UNAUDITED)

                                                   Six Months Ended - June 30,
                                                        1999          1998
INTEREST INCOME
  Interest and Fees on Loans                         $4,745,568    $4,967,245
  Interest and Fees on Municipal Loans and Bonds        492,127       375,446
  Interest and Dividends on Securities                3,180,650     3,005,627
  Interest on Federal Funds Sold                        117,189       126,435
  Amortization & Accretion - Net                        (63,218)     (105,173)
     Total Interest Earned                            8,472,316     8,369,580

INTEREST EXPENSE
  Interest on Deposits                                2,795,771     2,908,464
  Interest on Funds Purchased/Borrowed                  698,086       537,690
    Total Interest Expense                            3,493,857     3,446,154

NET INTEREST INCOME                                   4,978,459     4,923,426
  Provision for Loan Losses                             110,000       140,000

NET INTEREST INCOME AFTER LOAN PROVISION              4,868,459     4,783,426

NONINTEREST INCOME
  Exchange, Commission & Fees                           467,332       457,472
  Trust Department                                      433,548       346,616
  Financial Service Fees                                 34,118        35,121
  Other Income                                          670,453       560,114
  Gain on Sale of Other Real Estate Owned               153,984             0
  Net Securities Gains/(Losses)                          40,842        10,870
     Total Noninterest Income                         1,800,277     1,410,193

NONINTEREST EXPENSE
  Salaries and Employee Benefits                      2,265,008     2,177,862
  Building Maintenance & Operations                     283,026       272,151
  FDIC Insurance                                         16,061        15,909
  Other Expenses                                      1,622,874     1,728,461
     Total Noninterest Expense                        4,186,969     4,194,383

INCOME BEFORE TAXES                                   2,481,767     1,999,236
  Income Taxes                                          776,355       710,000

NET INCOME                                           $1,705,412    $1,289,236

Per Share Data:
  Net Income                                              $2.95         $2.23
  Dividends Declared                                      $ .50         $ .50

                         UNION BANKSHARES COMPANY
                Condensed Consolidated Statements of Income
                                (UNAUDITED)

                                                 Three Months Ended - June 30,
                                                         1999        1998
INTEREST INCOME
  Interest and Fees on Loans                           $2,347,967  $2,489,895
  Interest and Fees on Municipal Loans and Bonds          267,060     217,552
  Interest and Dividends on Securities                  1,593,204   1,484,092
  Interest on Federal Funds Sold                           30,054      61,973
  Amortization & Accretion - Net                          (27,592)    (69,631)
     Total Interest Earned                              4,210,693   4,183,881

INTEREST EXPENSE
  Interest on Deposits                                  1,387,389   1,394,944
  Interest on Funds Purchased/Borrowed                    357,087     319,597
    Total Interest Expense                              1,744,476   1,714,541

NET INTEREST INCOME                                     2,466,217   2,469,340
  Provision for Loan Losses                                45,000      95,000

NET INTEREST INCOME AFTER LOAN PROVISION                2,421,217   2,374,340

NONINTEREST INCOME
  Exchange, Commission & Fees                             229,783     254,998
  Trust Department                                        217,552     179,727
  Financial Service Fees                                   16,126      16,422
  Other Income                                            341,499     300,946
  Gain on Sale of Other Real Estate Owned                       0           0
  Net Securities Gains/(Losses)                           (61,146)      5,720
     Total Noninterest Income                             743,814     757,813

NONINTEREST EXPENSE
  Salaries and Employee Benefits                        1,205,734   1,144,869
  Building Maintenance & Operations                       139,821     131,262
  FDIC Insurance                                            5,107        (141)
  Other Expenses                                          847,398     907,647
     Total Noninterest Expense                          2,198,060   2,183,637

INCOME BEFORE TAXES                                       966,971     948,516
  Income Taxes                                            306,000     345,000

NET INCOME                                             $  660,971  $  603,516

Per Share Data:
  Net Income                                                $1.14       $1.04
  Dividends Declared                                        $ .50       $ .50


                  UNION BANKSHARES COMPANY AND SUBSIDIARY
                   Consolidated Statements of Cash Flows
              For the Six Months Ended June 30, 1999 and 1998

                                                       1999           1998
Net Cash Flows Provided by Operating Activities:
  Net Income                                      $  1,705,412   $  1,505,913
    Adjustments to reconcile net income to net
    cash provided by operating activities:
     Depreciation and amortization                     228,906        174,088
     Provision for loan losses                         110,000        150,000
     Disposals                                          27,066         84,141
     Net securities gains                               42,709              0
     Net change in other assets                       (649,297)      (565,798)
     Net change in other liabilities                (2,995,607)       287,003
     Net amortization of premium on investments        102,782        214,207
     Net change in deferred loan origination fees        3,528         32,101
     Origination of loans held for sale            (14,100,581)   (11,200,978)
     Proceeds from loans held for sale              15,730,147     11,177,162
     Total adjustments                              (1,705,911)       351,926
  Net cash provided by operating activities               (499)     1,857,839
Cash Flows From Investing Activities:
     Purchase of investments                       (41,407,822)   (24,554,508)
     Proceeds from sales of investments             31,835,111      1,500,000
     Proceeds from maturities of investments         9,970,537     18,503,380
     Net change in loans to customers               (4,595,324)    (5,473,086)
     Capital expenditures                             (229,282)      (214,154)
   Net cash used in investing activities            (4,426,780)   (10,238,368)
Cash Flows From Financing Activities:
     Net increase/(decrease) in other Borrowed Funds         0     10,945,023
     Net increase/(decrease) in deposits            (3,122,799)    (3,381,467)
     Purchase of Treasury Stock                        (80,468)      (181,870)
     Proceeds from sale of Treasury Stock               59,020         39,000
     Dividends paid                                   (563,200)      (479,712)
  Net cash provided by financing activities          3,707,447      6,940,974
Net increase/(decrease) in cash and
   cash equivalents                                 (8,134,726)    (1,439,556)
Cash and cash equivalents at beginning of year      17,113,358      9,901,191
Cash and cash equivalents at 6/30/99 & 6/30/98      $8,978,632     $8,461,635

   Supplemental Schedule of Non-Cash Investing and Financing Activities
                                                        1999           1998
Net increase/(decrease) as a result of adopting Statement
  of Financial Accounting Standards No. 115
     Available for sale securities                  (3,169,683)        71,617
     Deferred income/(expense) tax liability         1,077,692         24,350
Net unrealized gain/(loss) on available for
     sale securities                               ($2,091,991)       $47,267



UNION BANKSHARES COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Six months ended June 30, 1999 and 1998

                                                      ACCUMULATED
                                                         OTHER       SHARE-
          COMMON               TREASURY    RETAINED  COMPREHENSIVE  HOLDER'S
          STOCK     SURPLUS     STOCK      EARNINGS      INCOME      EQUITY

Balance at December 31,
 1997    $6,069,300 $3,948,797 $(160,695) $15,708,089 $   437,749 $26,003,240

Net income, June 30,
 1998             0          0         0    1,505,913           0   1,505,913
Change in net unrealized gain
 (loss) on available for sale
 securities, net of tax
 of $24,350       0          0         0            0      47,267      47,267
Total Comprehensive
 Income           0          0         0            0           0   1,553,180
Effect of the May 28, 1999
 stock split effected in the
 form of a 20% stock dividend (96,850
 shares)  1,210,625          0         0   (1,210,625)          0           0
Sale of 312 shares Treasury
 stock            0          0    39,000            0           0      39,000
Repurchase of 1,412 shares
 Treasury stock   0          0  (181,870)           0           0    (181,870)
Cash dividends
 declared         0          0         0     (479,712)          0    (479,712)
Balance at June 30,
 1998    $7,279,925 $3,948,797 $(303,565) $15,195,924 $   485,016 $26,606,097

Balance at December 31,
 1998    $7,279,925 $3,963,432 $(289,019) $16,623,348 $ 1,162,032 $28,739,718

Net income, June 30,
 1999             0          0         0    1,705,412           0   1,705,412
Change in net unrealized gain
 (loss) on available for sale
 securities, net of tax
 of $1,077,692    0          0         0            0  (2,091,991) (2,091,991)
Total Comprehensive
 Income           0          0         0            0           0    (386,579)
Sale of 454 shares Treasury
 stock            0          0    59,020            0           0      59,020
Repurchase of 726 shares Treasury
 stock            0          0   (80,468)           0           0     (80,468)
Cash dividends
 declared         0          0         0     (563,200)          0    (563,200)
 Balance at June 30,
 1999    $7,279,925 $3,963,432 $(310,467) $17,765,560   ($929,959) $27,768,491


                Notes to Consolidated Financial Statements
                                 Unaudited

(A)  Basis of Presentation

The accompanying consolidated financial statements of Union Bankshares
Company and its subsidiary (Union Trust Company) for the six month period
ended June 30, 1999 and 1998 are unaudited.  However, in the opinion of
the Company, all adjustments consisting of normal, recurring accruals
necessary for a fair presentation have been reflected therein.

Certain financial information which is normally included in financial
statements prepared in accordance with generally accepted accounting
principles, but which is not required for interim reporting purposes, has
been omitted.  The accompanying consolidated financial statements should
be read in conjunction with the financial statements and notes thereto
included in the Company's annual report on Form 10-K for the fiscal year
ended December 31, 1998.

(B)  Earnings Per Share

Earnings per common share are computed by dividing the net income
available for common stock by the weighted average number of common shares
outstanding during this period.  Weighted shares as of June 30, 1999 were
550,111 and have been restated for 1998 to reflect the May 28, 1999 20%
stock dividend.

(C)  Off-Balance Sheet Items

In the normal course of business, the Bank is a party to financial
instruments with off balance sheet risk to meet the financing needs of its
customers.  These financial instruments include commitments to extend
credit and letters of credit.  The instruments involve, to varying
degrees, elements of credit risk in excess of the amount recognized in the
statement of financial position.  The contract amounts of these
instruments reflect the extent of involvement the Bank has in particular
classes of financial instruments.  At June 30, 1999, and June 30, 1998,
the following financial instruments, whose contract amounts represent
credit risk, were outstanding.

                                                              June 30
                                                          (000's omitted)
                                                        1999          1998
1.  Unused Commitments:

     A.  Revolving, open-end lines secured by
           1-4 family residential properties,
            e.g., Home Equity lines                      6,384       6,488
  B.   Credit card lines                                 6,137       6,061
  C.   Secured real estate loans                         4,422       4,792
  D.   Other                                            19,513      15,728

2.   Financial Standby Letters of Credit:                  165         109

3.   Mortgages Transferred With Recourse:                    0           0




(D)  Regulatory Agencies

The Bank's primary regulator is the Federal Reserve Bank of Boston and as
a state chartered bank to the Bureau of Banking of the State of Maine.

(E)  General

Any loans classified for regulatory purposes as loss, doubtful,
substandard or special mention that were not disclosed under Item III of
Industry Guide 3 do not (1) represent or result from trends or
uncertainties which management reasonably expects will materially impact
future operating results, liquidity or capital resources or (2) represent
material credits about which management is aware of any information which
causes management to have serious doubts as to the ability of such
borrowers to comply with the loan repayment terms.

(F)  Impact of Inflation and Changing Prices

The Consolidated Financial Statements have been prepared in accordance
with generally accepted accounting principles which require the
measurement of financial position and operating results in terms of
historical dollars without considering changes in the relative purchasing
power of money over time due to inflation.

Unlike many industrial companies, substantially all of the assets and
virtually all of the liabilities of the Company are monetary in nature.
As a result, interest rates have a more significant impact on the
Company's performance than the general level of inflation.  Over short
periods of time, interest rates may not necessarily move in the same
direction or in the same magnitude as inflation.

(G)  Recent Accounting Developments

The Financial Accounting Standards Board issued the following Statements
of Financial Accounting Standards during 1998:

     SFAS No. 132   Employer's Disclosure about Pension and Other Post-
                    Retirement Benefits
     SFAS No. 133   Accounting for Derivative Instruments and Hedging
                    Activities

SFAS No. 132, which revises employers' disclosures about pension and other
post-retirement benefits, is effective for years beginning after December
31, 1997.  The Company implemented SFAS No. 132 in 1998.  The required
disclosures have been made in the Company's consolidated financial
statements.

SFAS No. 133, which establishes accounting and reporting standards for
derivative instruments and for hedging activity, is effective for fiscal
years beginning after June 15, 1999.  The Company adopted SFAS No. 133
effective July 1, 1998.  During the three-year period ended December 31,
1998, the Company did not hold any derivative instruments, and management
does not expect to enter into derivative transactions in the near future.
The effect of adopting SFAS No. 133 on the consolidated financial
statements of the Company is limited to the transfer of securities from
held to maturity to available for sale.

In June 1999, the Financial Accounting Standards Board issued the
following Statements of Financial Accounting Standards:

   SFAS No. 136 Transfer of Assets to a Not-for-Profit Organization or
                Charitable Trust that raises or holds Contributions for Others

   SFAS No. 137 Accounting for Derivative Instruments and Hedging
                Activities

SFAS No. 136, which establishes standards for transactions in which an
entity makes contributions by transferring assets to a not-for-profit
organization, is effective for years beginning after December 31, 1999.
The Company does not expect any impact to its financial statements.

SFAS No. 137, which establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded
in other contracts and for hedging activities, is effective for years
beginning after December 31, 1999.  The Company does not expect any
material impact to its financial statements.

(H) Year 2000 Readiness

It has been widely publicized that many computer software applications and
hardware will not operate past the year 2000 without modifications.  This
problem results from the fact that some computer systems store dates in
two-digit format (i.e., 98) instead of four-digit format (1998).  On
January 1, 2000, it is possible that some systems with time sensitive
software programs will recognize the year as "00" and may incorrectly
interpret the year as "1900."

Union Trust, recognizing the importance of this issue, has been working on
this problem for some time.  The Company adopted a plan of action in 1997
to minimize the risks to the Company's operations posed by the Year 2000
event.  The plan included the formation of a Technology Steering Committee
to assess, monitor and review vendor compliance and certification.  The
committee's charter also called for it to identify clearly all systems and
equipment used in the day to day operations of the Company that might be
affected and to oversee the remediation of any date recognition problems
thus identified.

During 1998, guided by the stringent requirements of federal and state
banking regulators and a comprehensive plan of action developed by the
Technology Steering Committee, the Company completed the assessment phase,
identified mission critical systems, tested all those internal systems and
worked on contingency plans. It has also taken steps to verify that all
third party vendors, suppliers and other related business parties are
adequately prepared for the year 2000.  Primarily for operational reasons,
Union Trust replaced its mainframe operating system in 1995.  The system
vendor has certified to the Company that the system is Year 2000
compliant, and the Company has completed the validation of the system's
readiness.  Union Trust is currently on track with the Federal Financial
Institutions Examination Council's (FFIEC) required time frames for
compliance, and the Company's efforts have been examined by the bank
regulators.  The Company has also embarked upon an awareness program to
educate its employees and customers regarding Year 2000 issues.  During
1998, the Company participated in several seminars to educate the public
about this issue.  The Company also hosted discussion groups with area
professionals to review potential areas of concern.  This program has been
expanded during 1999 to include more customer communications and public
seminars.

The Company has estimated that the total costs directly relating to fixing
Year 2000 issues, such as hardware purchases, software modification and
system testing, will not have a material effect on the performance of the
Company.  The Company estimates that the total costs for evaluation,
remediation and testing could amount to as much as $100,000, of which
$65,000 has been expensed.  In addition, it is estimated that
approximately 5,000 employee-hours were utilized during 1998 and 1999 for
related activities, which are not reflected in the above figures.

The Company's most reasonable, likely, worst case Year 2000 scenarios may
include the failure of a vendor or third party provider - which is beyond
the Company's control.  In the event a failure occurs, the Company will
implement manual contingency systems without serious impact on the
Company's financial condition.  The Company has created contingency plans
for all mission critical functions.  These plans have been tested in 1999
and are within all FFIEC guidelines.

Management believes the Company is adequately addressing the Year 2000
issue and that the current preparations and testing being conducted
throughout the organization seek to minimize any potential adverse effects
on the Company or its customers.


               MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
                         AND RESULTS OF OPERATION

Earnings and Performance Overview

Net income increased $416,176 or 32.3% for the first six months of 1999
versus the same period in 1998.  The following table summarizes the status
of the bank's earnings per share:

                                                      June 30,
                                                  1999        1998
Earnings Per Share                               2.95        2.61
Return on Average Shareholders Equity            6.27%A      5.90%B
Return on Average Assets                         0.72%A      0.66%B
Return on Average Earning Assets                 0.77%A      0.72%B

A=annualized returns are:  12.54%, 1.44%, and 1.54%, respectively.
B=annualized returns are:  11.80%, 1.32%, and 1.44%, respectively.

The healthy increase in net income for the first six months of 1999 versus
the same period in 1998 results primarily from an increase in noninterest
income.

As a result of narrowing margins, net interest income was up $55,033 or
1.1% from the same period last year, primarily due to margin compression
and increased competition and pricing pressures.

The increase in noninterest income results primarily from improvements in
virtually all fee income categories, in particular, in bankcard fees,
trust fees, loan and bank fees.  There was also a one time gain on the
sale of other real estate owned.

Noninterest expenses, consisting primarily of employee compensation and
benefits, occupancy and equipment expense and other general operating
expenses decreased $7,414 from the same period in 1998 due to cost control
efforts.

During 1999, the Company is implementing specific strategic priorities
that will focus on increasing fee based revenues and controlling overall
expense.  With the ever changing environment of interest rate risk, fee
income has developed into a significant component in the Bank's total
revenue generation goals.  While revenue generation is a top priority, the
Company will also focus on productivity and maximizing the returns of its
financial and human resources and exploring new fee generation
opportunities.

The Bank is constantly monitoring the economy and its effect on the
banking industry in New England, and in particular, in Maine, in Hancock
and Washington Counties (our service territories).  The economy of this
area continues to log the national trend, inflation remains low, and
growth will be moderate and as in years past, we will continue to operate
in a conservatively planned manner.  We are growing according to our
strategic plan and remain within the risk parameters we have set forth for
ourselves, with the goals of improved earnings and productivity.

NET INTEREST INCOME

Net interest income, the difference between interest income on earning
assets such as loans and investment securities and interest expense on
interest bearing liabilities such as funds on deposit and borrowed funds
continues to be the most significant determinant of the Company's earnings
performance.  Because of the significance of net interest income, the
management of interest rate risk has become increasingly important to
ensure the continued profitability of the Bank.  Interest rate risk
results from volatile interest rates, increased competition, and changes
in the regulatory environment.  As a banking company, our exposure to
interest rate movements is controlled by matching the interest rates as
well as the maturities of assets and liabilities.

Net interest income for the second quarter of 1999 was $2,466,217, up
$55,033 or 1.1% and for the first six months of 1999 was $4,978,459, down
$35,967 or .71% over the same periods in 1998.

The following table illustrates the bank's net interest spread position:

                                            Six Months Ended June 30,
                                                 1999        1998

Yield on Earning Assets                         7.53%       8.03%
Cost of all Funds                               2.89%       3.19%
Net Interest Spread                             4.64%       4.84%

The Bank continues to monitor short and long-term interest rates, balance
sheet volumes and maturities in order to evaluate the potential impact on
its net interest spreads and capital.

PROVISION FOR LOAN LOSSES

The provision for loan losses decreased $30,000 to $110,000 from the same
period last year, resulting from management's ongoing evaluation of the
allowance for loan losses.  The process to evaluate the adequacy of the
allowance for loan losses involves a high degree of management judgement.
Such judgement is based, in part, on systematic methods.  These methods,
which are generally quantitative measures, are employed, not so the
allowance will be the result of routine mathematical exercises, but to
help ensure that all relevant matters affecting loan collectability will
consistently be identified.  Such methods at June 30, 1999 included a loan-
by-loan analysis of all larger commercial loans and commercial real estate
loans which were  non-performing or which were being closely monitored by
management for potential problems, and a quantitive analysis of
residential real estate and consumer loans.  Based on these analyses, an
estimation of potential loss exposure was made and an allowance allocated.
The estimation of potential loss exposure reflects declining real estate
values, as evidenced by appraisals and other available information.

During May 1998, the Bank implemented a Loan Review Program whereas an
independent loan review service firm conducted a review of the commercial
loan portfolio.  The review included updates to comments on all criticized
and classified assets over $100,000, all loans delinquent over 30 days and
over $100,000, non accruals over $100,000, new (closed) and renewed loans
over $100,000 as well as the adequacy of the loan loss reserve.

Although management utilized its best judgement in providing for possible
losses, there can be no assurance that the Company will not have to
increase its provision for possible loan losses in the future as a result
of increased loan demand in the Company's primary market areas, future
increases in non-performing assets or otherwise which would adversely
affect the Company's results of operations.
The following table reflects the quality of the Bank's loan portfolio and
the emphasis placed upon the management of credit risk:

                                                     (000's Omitted)
                                                     Six Months Ended
                                                          June 30,
                                                      1999         1998
1.   Nonaccrual Loans                                  515         245
2.   Loans past due 90 days & accruing                 122       1,048
3.   Restructured loans                                  0           0
4.   Other real estate owned (including
       insubstance foreclosure)                          0         376
5.   Total nonperforming assets                        637       1,669
6.   Ratio of total nonperforming loans to
       capital and the allowance for loan
       losses (Texas ratio)                           2.11        4.49
7.   Ratio of net chargeoffs to loans                .0013       .0011
8.   Ratio of allowance for loan losses
       to loans                                       2.08        1.95
9.   Coverage ratio (allowance for loan
       losses divided by nonperforming assets)      375.27      131.45
10.  Ratio of nonperforming assets to total assets     .26         .72
11.  Ratio of nonperforming loans to total loans       .26         .56

It is important to note that the directors, officers and employees of the
Bank are proud of the above data and their efforts in serving its
community while simultaneously working hand-in-hand with state and federal
regulators in structuring its financial position during these times.  Most
assuredly all parties concerned benefit from just such cooperative effort.

NONINTEREST INCOME

The Company receives noninterest income from trust fees, service charges
on deposit accounts and other income comprised of fees earned from a
variety of other services.  Securities gains and losses are another major
component of this category.

Noninterest income, excluding securities gains/(losses), increased $52,867
or 7.0% and $206,128 or 14.8% for the three and six months ended June 30,
1999 over the same period in 1998.

This increase is primarily due to an increase in loan department income of
$83,696 or 33.4% and trust income of $86,932 or 25.0%.  There was also a
one time entry of $153,984 which was a gain on the sale of other real
estate owned.

Net security gains/(losses) amounted to $(61,146) and $40,842 for the
three and six months ended June 30, 1999 compared to $5,720 and $10,870
for the same periods in 1998.

NONINTEREST EXPENSES

Noninterest expenses consist of employee compensation and benefits,
occupancy and equipment expenses and miscellaneous expenses.  Management
is continually reviewing expenses to control them and develop more
efficient delivery systems for all Bank services.

A generally flat economy in Maine and in particular in Downeast Maine, has
compelled or should compel banking institutions of our size to manage
their institutions prudently and conservatively.  This we are committed to
do.

Noninterest expenses increased $140,100 or 6.8% and $118,263 or 2.9% for
the three and six months ended June 30, 1999 over the same period in 1998.
The increase was primarily attributable to increased staffing and the
expenses related to upgrading equipment and facilities.

INCOME TAXES

Income taxes are provided in accordance with the comprehensive income tax
allocation method which recognizes the tax effects of all income and
expense transactions in each year's statement of income, regardless of the
year the transactions are reported for tax purposes.  The tax effects of
these timing differences are reflected in deferred income tax accounts in
the consolidated financial statements.

Deferred income taxes are recognized for income and expense items that are
reported in different years for financial reporting purposes and income
tax purposes using the tax rate applicable for the year of the
calculation.

The status of the Bank's income tax expense is as follows:

                                   Tax Expense              Effective Rate
                                  1999      1998             1999    1998
Six Months Ended June 30,       $776,355  $710,000            31.3%   32.0%

INTEREST RATE GAP ANALYSIS

Attention should be directed to the interest rate gap analysis as of
December 31, 1998 as provided on page 12 in the Bank's 1998 Annual Report.
Data as of June 30, 1999 is essentially identical to that reported in the
Annual Report.

SHAREHOLDERS' EQUITY AND CAPITAL RESOURCES

Shareholders' Equity was as follows for the following periods:

                                      SHAREHOLDERS' EQUITY
                                    Amount          Book Value
                                                   Per Share

June 30, 1999                   $27,768,491          $48.05
June 30, 1998                   $26,606,097          $46.04
December 31, 1998               $28,739,718          $49.74

The Federal Reserve Board guidelines for a risk-based approach to
measuring the capital adequacy of bank holding companies and state-
chartered banks that are members of the Federal Reserve System generally
call for an 8% total capital ratio of which 3% must be comprised of Tier 1
capital.  Risk-based capital ratios are calculated by weighing assets and
off-balance sheet instruments according to their relative credit risks.
At June 30, 1999, the Company had met the minimum capital ratios.  In
fact, the Bank's strong capital position at June 30, 1999 exceeded the
minimums established by the Federal Reserve Board as follows:


                                                    Minimum Regulatory
                                      June 30, 1999    Requirements

Leverage Capital Ratio                    11.5             3.0%
Risk Based Ratio                          22.3             8.0%
Tier I Ratio                              21.1             4.0%

DIVIDENDS

The common stock is not actively traded and therefore, we are not aware of
the price of all trades.  The price is established by determining what a
willing buyer will pay a willing seller.

Cash dividends per share declared on common stock were $.50 for the second
quarter of 1999 and $.50 for the second quarter of 1998.

STOCK DIVIDENDS

On April 14, 1999, the Board of Directors of Union Bankshares Company
declared a 20% stock dividend payable to stockholders of record on April
23, 1999.

LIQUIDITY MANAGEMENT

Liquidity management is the process by which the Bank structures its cash
flow to meet requirements of its customers as well as day to day operating
expenses.

Liquidity is provided from both assets and liabilities.  The asset side of
the balance sheet provides liquidity through the regular maturities on our
securities portfolio, as well as the interest received on these assets.
In addition, US Government securities may be readily converted to cash by
sale in the open market.  On the liability side, liquidity comes from
deposit growth and the Bank's accessibility to other sources of borrowed
funds.  In this respect, liquidity is enhanced by a significant amount of
core demand and savings deposits from a broad customer base.

As a part of the Bank's asset and liability management and liquidity
needs, management actively evaluates its funding resource and strategies
to reduce and manage the vulnerability of its operation to changes in
interest rates.

When a Company's ability to reprice interest bearing liabilities exceeds
its ability to reprice interest earning assets within shorter time
periods, material and prolonged increases in interest rates generally
adversely affect net interest income, while material and prolonged
decreases in interest rates generally have the opposite effect.

A principal objective of the Company is to reduce and manage the
vulnerability of its operations to changes in interest rates by managing
the ratio of interest rate sensitive assets to interest rate sensitive
liabilities within specified maturities or repricing dates.

As of June 30, 1999, Union Trust Company is liability sensitive as
measured by GAP.  The Bank's cash flows indicate that the Company is
slightly asset sensitive.  Bank earnings may be negatively affected,
should interest rates fall.

As of June 30, 1999, the Bank's ratio of rate sensitive assets to rate
sensitive liabilities at the one year horizon was 85%, its one year GAP
(measurement of interest sensitivity of interest earning assets and
interest bearing liabilities at a point in time) was 7% or 93% matched,
and $95,169,000 in assets and $111,939,000 in liabilities will be
repriceable in one year.

In addition to the "traditional" GAP calculation, the Company analyzes
future net interest income based on budget projections including
anticipated business activity, anticipated changes in interest rates and
other variables, which are adjusted periodically by management to take
into account current economic conditions, the current interest rate
environment, and other factors.

The status of the Bank's sources of cash to fund its operation are as
follows:

                                                June 30,
                                            1999         1998
Net cash from operations              $      (499)  $  1,857,839
Net cash from investing activities    $(4,426,780)  $(10,238,368)
Net cash from financing activities    $(3,707,447)  $  6,940,974
Net increase (decrease)               $(8,134,726)  $ (1,439,556)

BALANCE SHEET ANALYSIS

The Bank experienced an increase in loan demand during the first six
months of 1999; the quality and strength of the balance sheet remains
strong.

The following financial statistics give a general overview and profile of
the Company:

                                       As of June 30,           Increase
                                    1999           1998        (Decrease)

Total Assets                    $244,105,172   $231,013,247   $ 13,091,925
Total Earnings Assets           $228,290,607   $214,355,063   $ 13,935,544
Loans                           $112,469,591   $110,116,213   $  2,353,378
Assets AFS at Market            $109,089,090   $ 70,816,599   $ 38,272,491
Assets Held to Maturity         $  4,293,731   $ 32,467,000   $(28,173,269)
Deposits                        $184,906,217   $174,004,398   $ 10,901,819
Capital                         $ 27,768,491   $ 26,606,097   $  1,162,394

SECURITIES PORTFOLIO

The objective of the securities portfolio is to provide for a stable
earnings base and the investment of excess liquidity.  The securities
portfolio increased $10,099,222 to $113,382,821 or 46.4% of total assets
as of June 30, 1999, as compared to 45.0% at June 30, 1998.

The Company has reviewed its investment policy regarding securities.  In
recognition of current economic conditions and the attendant
responsibility of management to consider known liquidity requirements and
to provide for capital planning, securities may be sold as part of prudent
asset/liability management.

LOANS

Loan demand continues to show signs of sluggish growth during the second
quarter of 1999 and thus the Bank experienced an increase of $2,353,378 or
2.1% at June 30, 1999 versus June 30, 1998.

It should be pointed out that the Bank has sold and serviced $62,122,514
of real estate loans and $2,307,937 of commercial mortgages and has over
$4,508,390 of loans held for sale at June 30, 1999.

The section of management's discussion and analysis entitled "Provision
for Loan Losses" clearly indicates the quality of the loan portfolio at
June 30, 1999.

The Bank's loan to deposit ratio was 60.8% and the allowance for loan
losses 2.08% of total loans at June 30, 1999.

Management's approach to loan growth is to seek out and work with
borrowers whose financial condition, credit history, and performance would
warrant extensions of credit.

In brief, the Company's loan portfolio is driven by a desire to maintain
our credit standards while meeting the financial needs of qualified
borrowers in the community.

DEPOSITS

Total deposits increased $10,901,819, or 6.2% over the comparable period
in 1998, primarily due to competitive interest rates on products offered
and an active calling program.  The proportion of interest bearing funds
continues to place emphasis on the need for properly matching our assets
and liabilities to maintain stable net interest margins.

The Company has continued its overall asset and liability management
strategy which is to maintain flexibility in its interest sensitivity gap
in order to take advantage of both short term and long term changes in
market rates while minimizing the risk of adverse effects on operations.

The Bank is not reliant on volatile liabilities as evidenced by such
comprising only 5.41% of its deposit base.

                                  PART II

Item 1:   N/A

Item 2:   N/A

Item 3:   N/A

Item 4:   N/A

Item 5:   N/A

Item 6:   Exhibits and Reports on Form 8-K

          A.   Non-Applicable

          B.   Reports on Form 8-K

During the Registrant's fiscal quarter ended June 30, 1999, the Registrant
was not required to and did not file any reports on Form 8-K.

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 thereunto duly authorized.

                              UNION BANKSHARES COMPANY


                              Peter A. Blyberg, President


August 9, 1999

                              Sally J. Hutchins, Vice President /Treasurer