SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                 Form 10-QSB


            Quarterly Report Pursuant to Section 13 or 15 (d) of
                    The Securities Exchange Act of 1934.


For the Quarter ended: December 31, 1998         Commission File No. 0-18096


                           MID-COAST BANCORP, INC.
                           -----------------------
           (Exact name of registrant as specified in its charter)


            Delaware                             01-0454232
---------------------------------            -------------------
  (State or other jurisdiction                 I.R.S. Employer
of incorporation or organization)            Identification No.)


   1768 Atlantic Highway, PO Box 589
            Waldoboro, Maine                             04572
---------------------------------------               ----------
(Address of principal executive offices)              (Zip Code)


Registrant's telephone number, including area code:  (207) 832-7521

      Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act of 1934 during the preceding 12 months (or for such shorter 
period that the registrant was required to file such reports), and (2) has 
been subject to such filing requirements for the past 90 days.
Yes   X    No
     ---  ---

      The number of shares outstanding of each of the registrant's classes 
of common stock, as of December 31, 1998, is 715,257.


                           MID-COAST BANCORP, INC.


                                    Index


PART I   FINANCIAL INFORMATION                                         Page

Item 1:  Consolidated Balance Sheets of
         Mid-Coast Bancorp, Inc. (Unaudited)
         at December 31, 1998 and March 31, 1998                          3

         Consolidated Statements of Income of
         Mid-Coast Bancorp, Inc. (Unaudited),
         Three Months and Nine Months  Ended
         December 31, 1998 and 1997                                       5

         Consolidated Statement of Changes in Stockholders'
         Equity of Mid-Coast Bancorp, Inc (Unaudited)
         for the period April 1, 1997 to December 31, 1998                6

         Consolidated Statements of Cash Flows of
         Mid-Coast Bancorp, Inc. (Unaudited),
         for the Nine Months Ended December 31, 1998 and 1997             7

         Notes to the Consolidated Financial Statements (Unaudited)       8

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

PART II  OTHER INFORMATION                                               17

SIGNATURES                                                               18


                           MID-COAST BANCORP, INC.
                         CONSOLIDATED BALANCE SHEETS

                                   ASSETS
                                 (unaudited)

<TABLE>
<CAPTION>
                                                          December 31, 1998     March 31, 1998
                                                          -----------------     --------------

<S>                                                          <C>                 <C>
Cash and due from banks                                      $ 1,634,156         $ 1,149,870
Interest bearing deposits                                        115,044              98,160
Federal funds sold                                             2,665,000           2,720,000
                                                             -------------------------------

      Cash and cash equivalents                                4,414,200           3,968,030

Time deposits                                                  2,673,000           2,476,000
Investments available for sale, at market                      4,504,585           2,144,041
Held to maturity investment securities
(Market value $190,297 and $922,351)                             200,000             949,672
Investments in Federal Home Loan Bank stock                      734,500             622,000
Loans held for sale                                              630,377             353,025

Loans                                                         55,497,399          50,624,539
  Less:  Allowance for loan losses                               388,750             346,896
         Deferred loan fees                                       54,363              64,112
                                                             -------------------------------

                                                              55,054,286          50,213,531

Bank premises and equipment, net                               1,762,293           1,490,827

Other Assets:
Accrued interest receivable:
  Loans                                                          268,084             239,689
  Time deposits/Investments                                       67,880              58,939
Deferred income taxes                                            107,280             100,000
Income tax receivable                                             14,908                   0
Prepaid expenses and other assets                                346,454             329,026
Real estate owned                                                158,379              70,383
                                                             -------------------------------

      Total other assets                                         962,985             798,037
                                                             -------------------------------

      Total assets                                           $70,936,226         $63,015,163
                                                             ===============================
</TABLE>


See accompanying notes.


                           MID-COAST BANCORP, INC.
                           CONSOLIDATED BALANCE SHEETS

                    LIABILITIES AND STOCKHOLDERS' EQUITY
                                 (unaudited)

<TABLE>
<CAPTION>
                                                          December 31, 1998     March 31, 1998
                                                          -----------------     --------------
<S>                                                          <C>                 <C>
Liabilities:
  Deposits:
    Demand deposits                                          $ 3,597,897         $ 2,297,644
    NOW accounts                                               5,969,835           4,018,629
    Savings                                                    7,474,340           5,686,227
    Money market deposit accounts                              5,031,649           5,134,082
    Certificates of deposit                                   31,093,444          28,034,834
                                                             -------------------------------

      Total deposits                                          53,167,165          45,171,416

  Advances from the Federal Home
   Loan Bank                                                  12,190,000          12,190,000
  Accrued expenses and other liabilities                         259,963             313,012

      Total liabilities                                       65,617,128          57,674,428

Stockholders' equity:
  Preferred stock, $1 par value, 500,000
   shares authorized; none issued or outstanding                       0                   0
  Common stock, $1 par value, 1,500,000
   shares authorized; 715,257 Shares
   issued and outstanding (711,960 at March 31, 1998)            715,257             711,960
  Paid-in capital                                              1,529,988           1,521,041
  Accumulated other comprehensive
   income (loss)                                                   1,702                   0
  Retained earnings                                            3,303,459           3,253,517
  Unearned compensation                                         (231,308)           (145,783)
                                                             -------------------------------

      Total stockholders' equity                               5,319,098           5,340,735
                                                             -------------------------------

      Total liabilities and stockholders' equity             $70,936,226         $63,015,163
                                                             ===============================
</TABLE>


See accompanying notes.


                           MID-COAST BANCORP, INC
                      CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended             Nine Months Ended
                                                             December 31,                  December 31,
                                                       -------------------------     -------------------------
                                                          1998           1997           1998           1997
                                                          ----           ----           ----           ----

<S>                                                    <C>            <C>            <C>            <C>
Interest income:
  Interest on loans                                    $1,167,118     $1,129,002     $3,442,953     $3,342,602
  Interest on investment securities                        54,061         49,860        195,765        152,718
  Interest on time deposits                                36,826         21,069        108,306         48,835
  Interest on mortgage backed securities                   10,332              0         14,118              0
  Interest on federal funds sold                           64,285         55,687        160,854        111,074
  Other                                                     2,342          2,387          6,850          5,003
                                                       -------------------------------------------------------

      Total interest income                             1,334,964      1,258,005      3,928,846      3,660,232

Interest expense:
  Interest on deposits                                    539,478        515,520      1,578,219      1,469,526
  Interest on borrowed money                              167,235        153,160        544,283        485,284
                                                       -------------------------------------------------------

      Total interest expense                              706,713        668,680      2,122,502      1,954,810
                                                       -------------------------------------------------------

      Net interest income                                 628,251        589,325      1,806,344      1,705,422
Provisions for loan losses                                 19,000         18,000         49,000         50,000
                                                       -------------------------------------------------------

      Net interest income after
       provision for loan losses                          609,251        571,325      1,757,344      1,655,422

Non interest income:
  Loan service and other loan fees                         13,295         10,773         38,523         33,815
  Gain on loans sold                                       44,948         19,740        114,739         37,222
  Other                                                    53,346         48,339        164,791        151,648
                                                       -------------------------------------------------------

      Total non interest income                           111,589         78,852        318,053        222,685

Non interest expenses:
  Compensation of directors, officers, and staff          250,319        190,222        710,546        553,819
  Building occupancy                                       23,644          9,930         72,102         30,681
  Repairs and maintenance                                  28,303         14,888         76,104         33,187
  Depreciation, amortization, and software expense         61,798         51,583        184,100        142,982
  Advertising                                              28,716          8,488         84,016         29,279
  Insurance and bonds                                      19,262         18,109         57,273         55,330
  Legal, audit and examinations                            29,575         22,399         88,433         55,712
  Taxes (other than income)                                18,601         11,582         52,512         37,073
  Employee benefits                                        19,288         15,368         54,645         65,438
  Data processing                                          15,951         11,506         44,243         38,753
  Other                                                   110,654         91,813        338,221        270,708
  Real Estate Owned                                         1,333          5,822          8,844          8,598
                                                       -------------------------------------------------------

      Total non interest expenses                         607,444        451,710      1,771,039      1,321,560
                                                       -------------------------------------------------------

Income before income taxes                                113,396        198,467        304,358        556,547
Income taxes                                               39,718         68,946        111,751        188,153
                                                       -------------------------------------------------------

Net income                                             $   73,678     $  129,521     $  192,607     $  368,394
                                                       =======================================================

Earnings per share:
  Basic                                                     $0.10          $0.18          $0.27          $0.53
  Diluted                                                   $0.10          $0.18          $0.27          $0.52
                                                       =======================================================
</TABLE>


See accompanying notes


MID-COAST BANCORP, INC
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)

For the Period April 1, 1997 to December 31, 1998

<TABLE>
<CAPTION>
                                                                      Accumulated
                                                                  Other Comprehensive                                  Total
                                            Common     Paid-in          Income          Retained      Unearned     Stockholders'
                                            Stock      Capital          (Loss)          Earnings    Compensation      Equity
                                           -------------------------------------------------------------------------------------

<S>                                        <C>        <C>               <C>            <C>           <C>            <C>
Balance, April 1, 1997                     $231,439   $1,469,769        $     0        $3,374,337    $       0      $5,075,545

  Net income                                      0            0              0           368,394            0         368,394
  Other comprehensive income, net of tax:
    Net change in market value of
     investments available for sale               0            0          5,837                 0            0           5,837
                                                                                                                    ----------
  Comprehensive income                                                                                                 374,231

  Acquisition of shares of stock award
   plan                                                                                               (177,925)     $ (177,925)
  Compensation earned                                                                                   17,219      $   17,219
  Issuance of 5,549 shares
   of common stock upon
   exercise of options                        5,549       48,228              0                 0            0          53,777

  Cash Dividends declared
   ($.52 per share)                               0            0              0          (121,796)           0        (121,796)
                                           -----------------------------------------------------------------------------------

Balance, December 31, 1997                  236,988    1,517,997          5,837         3,620,935     (160,706)      5,221,051

  Net income                                      0            0              0           107,222            0         107,222
  Other comprehensive income, net of tax:
    Net change in market value of
     investments available for sale               0            0         (5,837)                0            0          (5,837)
                                                                                                                    ----------
  Comprehensive income                                                                                                 101,385

  Acquisition of shares for stock award
   plan                                           0            0              0                 0            0               0
  Compensation earned                             0            0              0                 0       14,923          14,923
  Issuance of 322 shares
   of common stock upon
   exercise of options                          322        3,044              0                 0            0           3,376
  Stock split effected as dividend          474,640            0              0          (474,640)           0               0
                                           -----------------------------------------------------------------------------------

Balance, March 31, 1998                     711,960    1,521,041              0         3,253,517     (145,783)      5,340,735

  Net income                                      0            0              0           192,607            0         192,607
  Other comprehensive income, net of tax:
    Net change in market value of
     investments available for sale               0            0          1,702                 0            0           1,702
                                                                                                                    ----------
  Comprehensive income                                                                                                 194,309

  Acquisition of shares for stock award
   plan                                           0            0              0                 0     (109,630)       (109,630)
  Compensation earned                             0            0              0                 0       24,105          24,105
  Issuance of 3,297 shares
   of common stock upon
   exercise of options                        3,297        8,947              0                 0            0          12,244
  Cash dividends declared
   ($.20 per share)                               0            0              0          (142,665)           0        (142,665)
                                           -----------------------------------------------------------------------------------

Balance, December 31, 1998                 $715,257   $1,529,988        $ 1,702        $3,303,459    ($231,308)     $5,319,098
                                           ===================================================================================
</TABLE>


See accompanying notes.



                           MID-COAST BANCORP, INC
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                                Nine Months Ended
                                                                  December 31,
                                                           ---------------------------
                                                              1998            1997
                                                              ----            ----

<S>                                                        <C>             <C>
Cash flows from operating activities:
  Net income                                               $   192,607     $   238,873
  Adjustments to reconcile net income to net
   cash provided (used) by operating activities:
    Depreciation, amortization, and accretion                   81,734          47,667
    Provision for losses on loans                               49,000          32,000
    Gain on sale of loans                                     (114,739)        (17,482)
    Deferred fees                                               19,100             792
    Loss on sale of Real Estate Owned                            4,285           2,151
    Loans originated for sale                               (5,535,930)     (1,091,567)
    Proceeds from sales of loans                             5,373,317       1,174,049
    Decrease/(increase) in other assets                        (77,868)          8,132
    Increase other liabilities                                 (53,049)         22,210
                                                           ---------------------------

      Net cash provided/(used) by operating activities         (61,543)        416,825

Cash flows from investing activities:
  Loan originations and repayments, net                     (5,024,067)       (834,426)
  Net increase in time deposits                               (197,000)              0
  Investment and mortgage-backed securities:
    Purchases                                               (6,016,214)       (517,469)
    Proceeds from sales, maturities and repayments           4,324,124         510,000
  Purchases of property and equipment                         (386,608)        (26,199)
  Proceeds from sale of real estate owned                       51,780          89,672
                                                           ---------------------------

      Net cash used by investing activities                 (7,247,985)       (778,422)

Cash flows from financing activities:
  Net increase in certificates
   of deposits                                               3,058,610       2,049,557
  Net increase in demand, NOW, savings
   and money market deposit accounts                         4,937,139         274,336
  FHLB Advances                                              5,500,000       2,000,000
  FHLB Advances paid                                        (5,500,000)     (2,000,000)
  Dividends paid in cash                                      (142,665)        (60,194)
  Sale of common stock                                          12,244          15,692
  Acquisition of shares for stock award plan                  (109,630)              0
                                                           ---------------------------

      Net cash provided by financing activities              7,755,698       2,279,391
                                                           ---------------------------

Net increase in cash and cash equivalents                      446,170       1,917,794

Cash and cash equivalents, at beginning of period            3,968,030       3,135,910
                                                           ---------------------------

Cash and cash equivalents, at end of period                $ 4,414,200     $ 5,053,704
                                                           ===========================
</TABLE>


See accompanying notes.


                           MID-COAST BANCORP, INC.
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (Unaudited)

                              December 31, 1998


1.    Financial Statements
      --------------------

      The accompanying consolidated financial statements include the 
      accounts of Mid-Coast Bancorp, Inc. (the "Company") and its wholly-
      owned subsidiary, The Waldoboro Bank, F.S.B. (the "Bank").  The 
      accounts of the Bank include its wholly owned subsidiary, The First 
      Waldoboro Corporation.  Such consolidated financial statements are 
      unaudited.  However, in the opinion of management, all adjustments 
      necessary for a fair presentation of the consolidated financial 
      statements have been included, and all such adjustments are of a 
      normal and recurring nature.

      Amounts presented in the consolidated financial statements as of March 
      31, 1998 were derived from audited consolidated financial statements.

2.    Dividends Paid
      --------------

      The Board of Directors of Mid-Coast Bancorp, Inc. declared a cash 
      dividend of $.10 for each share of common stock, which was payable on 
      December 31, 1998 to shareholders of record on December 1, 1998.

3.    Investments Available For Sale
      ------------------------------

      Unrealized gains and losses, net of tax, on securities available for 
      sale are reported as a net amount in a separate component of 
      stockholders' equity until realized.  If a decline in market value is 
      considered other than temporary, the loss is charged to net securities 
      gains (losses).

4.    Stock Award Plan
      ----------------

      The Company maintains a Recognition and Retention Plan for officers 
      and directors.  The cost of acquiring this stock is recorded in 
      unearned compensation as a component of stockholder's equity.  Once 
      awarded, the stock vests over five years and the unearned compensation 
      is amortized as compensation expense during the vesting period.

5.    Stock Split
      -----------

      The Company's Board of Directors declared a three-for-one split on 
      March 31, 1998 to stockholders of record on March 2, 1998; per share 
      date for all prior periods has been restated to reflect this stock 
      split.

6.    Comprehensive Income 
      ---------------------

      The Company has adopted SFAS No. 130 "Reporting Comprehensive Income" 
      in its first fiscal quarter.  Net income is a component of 
      comprehensive income, with all other components referred to in the 
      aggregate as other comprehensive income.


Forward Looking Statements

      Certain statements contained herein are not based on historical facts 
and are "forward looking statements" within the meaning of Section 21A of 
the Securities Exchange Act of 1934.  Forward-looking statements which are 
based on various assumptions (some of which are beyond the Company's 
control), may be identified by reference to a future period of periods, or 
by the use of forward-looking terminology, such as, "may," "will," 
"believe," "expect," "estimate," "anticipate," "continue," or similar terms 
or variations on those terms, or the negative of these terms.  Actual 
results could differ materially from those set forth in forward looking 
statements due to a variety of factors, including, but not limited to, those 
related to the economic environment, particularly in the market areas in 
which the company operates, competitive products and pricing, fiscal and 
monetary policies of the U.S. Government, changes in government regulations 
affecting financial institutions, including regulatory fees and capital 
requirements, changes in prevailing interest rates, acquisitions and the 
integration of acquired businesses, credit risk management, asset-liability 
management, this financial and securities markets and the availability of 
and costs associated with sources of liquidity.

      The Company does not undertake, and specifically disclaims any 
obligation, to publicly release the result of any revisions that may be made 
to any forward-looking statements to reflect the occurrence of anticipated 
or unanticipated events or circumstances after the date of such statements.


                   Management's Discussion and Analysis of
                Financial Condition and Results of Operations

General

      Mid-Coast Bancorp, Inc. (the "Company" or "Bancorp") was incorporated 
for the purpose of becoming the holding company for The Waldoboro Bank, 
F.S.B. (the "Bank") a federally-chartered savings association.  The results 
of the Company essentially represent the operations of the Bank.  The Bank 
converted to stock form in 1989, and issued 237,500 shares of common stock 
at $8.00 per share.  On March 31, 1998, the Bank, which completed a three-
for-one stock split and as of December 31, 1998, had 715,257 shares 
outstanding.

      The Bank had total assets of $70.9 million as of December 31, 1998.  
The Bank conducts its business through an office located in Waldoboro, 
Maine, where it was originally founded in 1891 as a Maine building and loan 
association, and three branches located in Belfast, Jefferson and Rockland, 
Maine.  The Jefferson location recently opened in October, 1998.  The Bank 
received its federal charter on August 9, 1983, and its deposits are 
currently insured up to applicable limits by the Savings Association 
Insurance Fund of the Federal Deposit Insurance Corporation.

      The Bank considers its primary market area to be located in Belfast, 
Rockland and Waldoboro, including the surrounding communities in Knox, 
Lincoln and Waldo counties, Maine.  Additionally, with the newest branch in 
Jefferson, the Bank's market area will be expanding in Jefferson and the 
surrounding communities in Lincoln county, Maine.

      The Bank's business strategy is to operate as a well-capitalized and 
profitable community bank dedicated to financing loans secured by 
residential and commercial real estate, enabling borrowers to refinance, 
construct or improve property.  The Bank has implemented this strategy by; 
(i) closely monitoring the needs of customers and providing quality service; 
(ii) originating residential mortgage loans, construction loans, commercial 
real estate loans, consumer loans, and by offering checking accounts and 
other financial services and products; (iii) focusing on expanding the 
volume of the Bank's commercial real estate and commercial lending 
activities to serve the needs of the small business community; and (iv) 
focusing on expanding the volume of the Bank's mortgage loan servicing 
portfolio.

      From this strategy, the Bank anticipates its interest and non-interest 
income will increase.  Like most financial institutions, Waldoboro's 
earnings are primarily dependent upon its net interest income, which is 
determined by (i) the difference between yields on interest-earning assets 
and rates paid on interest-bearing liabilities (known as the interest rate 
spread) and (ii) the relative amounts of interest-earning assets and 
interest-bearing liabilities outstanding.

      The Bank and the entire financial services industry are significantly 
affected by prevailing economic conditions as well as government policies 
and regulations concerning, among other things, monetary and fiscal affairs, 
housing and financial institutions.  Deposit flows are influenced by a 
number of factors including interest rates on money market funds, the stock 
market, other competing investments, account maturities and levels of 
personal income and savings.  Lending activities are influenced by, among 
other things, the demand for and supply of housing, conditions in the 
construction industry, and loan refinancing in response to declining 
interest rates.  Sources of funds for lending activities include deposits, 
loan payments, proceeds from sales of loans and investments, investment 
returns and borrowings.

      Mid-Coast Bancorp, Inc. is headquartered at 1768 Atlantic Highway in 
Waldoboro, Maine, (207) 832-7521.  The Company's stock trades on the Nasdaq 
SmallCap Market under the symbol "MCBN."


Comparison of Financial Condition at December 31, 1998 and March 31, 1998.

      Total assets increased $7,921,063 or 12.6% to $70.9 million for the 
quarter ended December 31, 1998, from $63.0 million at March 31, 1998.  The 
growth in assets is primarily due to an increase in deposits, which were 
used to fund the purchase of investments and originate loans.

      Loans, including loans available for sale, increased $5,150,212 from 
$51.0 million at March 31, 1998, to $56.1 million at December 31, 1998.  The 
Bank experienced loan growth in its commercial, residential, and consumer 
loan portfolios resulting from the Bank's new branches.  Commercial mortgage 
loans increased $2,061,737 or 27.6% and Small Business Administration (SBA) 
loans increased by $113,097 or 308%.  Residential mortgage loans increased 
$2,112,424 or 5.9% and consumer loans increased by $187,100 or 4.7%.  
Typically, commercial mortgages provide a higher yield than residential 
mortgages, and at December 31, 1998, the yield on commercial mortgages was 
9.15% compared to 8.02% for residential mortgages.

      Investments, including Time Deposits, increased $1.8 million from $5.6 
million at March 31, 1998, to $7.4 million at December 31, 1998.  Time 
Deposits increased $197,000 or 8.0% and Investments available for sale 
increased $2,360,544 or 110%. The increases in the average balance of the 
investment portfolio is based upon management's determination to maximize 
yield on deposit growth not currently used to fund loans. These increases 
were partially offset by a decrease of $749,672 or 79% in investments held 
to maturity, which is primarily due to management's determination to reduce 
this investment category by letting these investments mature without 
replacement.

      At December 31, 1998, total liabilities increased $7,972,700 or 13.8% 
from $57.7 million at March 31, 1998, to $65.6 million at December 31, 1998.  
Demand deposits (non-interest bearing deposits) increased $1.3 million or 
56.6%; NOW, savings and Money Market Accounts increased $3.6 million or 
24.5% and Certificates of deposits increased $3.1 million or 10.9%, due to 
growth in Belfast, Rockland and the opening of our new branch in Jefferson.  
The Bank's marketing efforts remain directed toward enhancing market 
presence.  This goal is met by focusing on the growth of specific products, 
namely core deposits, such as, retail and commercial checking accounts, and 
to a lesser extent Certificates of deposit.  Management believes that core 
deposit relationships are fundamental to the Bank's growth and play an 
important role in reducing the overall cost of funds.  Compared to March 31, 
1998, the Bank's cost of funds has been reduced by 43 basis points.

      At December 31, 1998, total stockholders' equity decreased $21,637 or 
0.41% to $5,319,098 compared to $5,340,735 at March 31, 1998.  The decrease 
is primarily due to the purchase of additional Company stock for the 
Recognition and Retention Plan ("RRP") and the payment of two cash 
dividends.  The Company has now acquired all the stock authorized under the 
RRP.  This decrease is partially offset by the Bank's fiscal year net 
income.

Asset Quality and Allowance for Loan Losses

      At March 31, 1998, and December 31, 1998, loans contractually past due 
90 days or more totaled $294,626 or 0.58% of loans and $250,575 or 0.45% of 
loans, respectively.  Non-accrual of interest on these loans totaled $17,089 
at March 31, 1998, as compared to $11,371 at December 31, 1998.  At March 
31, 1998, the Bank had $69,570 or accruing loans, which were 90 days or more 
delinquent as compared to $127,174 at December 31,1998.  Management does not 
believe these loans materially affect the overall quality of the Bank's loan 
portfolio.

      The accrual of interest income is discontinued when a loan becomes 
delinquent and in management's opinion, is deemed uncollectible in whole or 
in part as to principal and/or interest.  In these cases, interest on such 
loans is recognized only when received.  It is the policy of the Bank to 
generally place all loans that are 90 days or more past due on non-accrual 
status, unless in management's judgment, the loan is well secured and in the 
process of collection.

      Total non-performing assets, including real estate owned (REO), 
totaled $365,009 or 0.58% of total assets at March 31, 1998, compared to 
$536,310 or 0.76% of total assets at December 31, 1998.


      The allowance for loan losses amounted to $346,896 at March 31, 1998, 
compared to $388,750 at December 31, 1998.  The increase in allowance for 
loan losses is primarily due to the current periodic provision for loan 
losses.  The Bank's allowance for loan losses as a percentage of total loans 
was 0.70% at December 31, 1998, and 0.69% at March 31, 1998.


                            RESULTS OF OPERATIONS

Three Months Ended December 31, 1998 and 1997

Net Income

      Mid-Coast recorded net income for the three months ended December 31, 
1998 of $73,678 or $0.10 cents per share (fully diluted) compared to 
$129,521 or $0.18 cents per share (fully diluted) for the three months ended 
December 31, 1998.  The Company's return on average equity (ROE) for the 
current quarter was 5.5%, as compared to a ROE of 9.9% for the quarter 
ending December 31, 1997.  The decrease in net income is a direct result of 
an increase in non-interest expenses totaling $155,734; consisting primarily 
of costs related to the Bank's recent branch expansion to Belfast and 
Jefferson, Maine.

Interest Income

      Total interest income for the three months ended December 31, 1998 
increased $76,959 or 6.1% compared to the same period last year.  This 
increase is primarily due to increases in the average balances of loans, 
investments, including Time deposits and Federal Funds. These increases were 
partially offset by declining interest rates effecting the entire portfolio. 
The real estate mortgage loan portfolio increased $2,742,581 or 7.8%, 
commercial loans increased $3,499,150 or 38.7%.  The increase in lending is 
effected by two primary factors; management focus on increasing the Bank's 
commercial lending presence in Mid-Coast Maine and the Federal Reserve Bank 
lowering the targeted federal funds rate by 75 basis points over the 
quarter, which led to a decline in the prime rate.

      Interest on investment securities increased $14,533 or 29.2% from 
$49,860 for the three months ended December 31, 1997 to $64,393 for three 
months ended December 31, 1998, primarily due to increases in the average 
balance of the Bank's investment portfolio of $989,402 or 26.6%.  
Management's investment strategy continues to focus on increasing yield 
through purchases of callable and bullet agency bonds and U.S. Treasuries.  
In addition, the Bank uses Federal Home Loan Bank advances to fund 
investments and loans as a means to augment interest income.

      Interest on Time Deposits and Federal Funds sold increased $15,757 and 
$8,598, respectively, for the three-month period compared to the same period 
last year, primarily due to increases in the average balances.  The average 
balances of Time Deposits and Federal Funds increased by $1,115,087 and 
$1,166,573, respectively.

Interest Expense

      Total interest expense for the three month period ended December 31, 
1998 increased $38,033 or 5.7% compared to the same period in the previous 
year.  The increase is primarily due to increases in the average balance of 
deposits and Federal Home Loan Bank borrowings of $6,549,536 or 14.1% and 
$2,000,000 or 19.6%, respectively.  The increase in interest bearing 
liabilities was partially generated by the Bank's recent branch expansion 
into the communities of Belfast and Jefferson, Maine, and continued growth 
of the Bank's Rockland branch.  These funds were primarily used to fund the 
Bank's growth in loans and the investment portfolio, while reducing the 
Bank's cost of funds.  At December 31, 1998, the cost of funds was 4.36% as 
compared to 4.73% at December 31, 1997.

Net Interest Income

      Net interest income, before provision for loan losses, increased 
$38,926 or 6.6% for the period ended December 31, 1998, as compared to the 
same period last year.  The increase is related to average balance increases 
in real estate mortgages, commercial loans, Federal Funds sold, Time 
Deposits and the Bank's investment securities portfolio.  These increases 
are partially offset by increased interest expense related to increases in 
the average balances of deposits and borrowings.  The Bank's net interest 
margin was 3.63% for the quarter ending December 31, 1998, compared to 3.84% 
at December 31, 1997.


Provisions for Losses on Loans

      The allowance for loan losses is established through a provision for 
loan losses based on management's evaluation of the risk inherent in its 
loan portfolio and the general economy.  Such evaluation considers numerous 
factors including general economic conditions, loan portfolio compositions, 
prior loss experience, the estimated fair value of the underlying collateral 
and other factors that warrant recognition in providing for an adequate loan 
loss allowance.  The Bank's provision for loan losses during the three month 
period ended December 31, 1998 was $19,000 compared to $18,000 for the same 
period last year.

Non Interest Income

      Total non-interest income for the three-month period ended December 
31, 1998, increased $32,737 or 41.5% compared to the same period last year, 
primarily from the gain on the sale of loans to the secondary market.  The 
Bank generally sells the Federal Home Loan Mortgage Corp. (FHLMC) conforming 
fixed rate loans it originates.  The Bank also is an approved Small Business 
Administration (SBA) lender and generally sells the guaranteed portion of 
the SBA loans it originates.  During the quarter, the Bank sold $2,485,800 
FHLMC loans generating $38,276 in non-interest income.  The increase in fees 
and charges is primarily related to increases in deposit volume, rather than 
rate increases.

Non Interest Expenses

      Total non-interest expense increased $155,734 or 34.5% for the three-
month period ended December 31, 1998, compared to the same quarter in the 
previous year.  The increase in non-interest expense consisted of increases 
in compensation and other expenses related to the Bank's recent branch 
expansion to Belfast and Jefferson, Maine. Other expenses related to the 
expansion include; building occupancy, depreciation, amortization, 
advertising, utilities, postage, office supplies and training.  
Additionally, management, as part of its strategic plan for lending, hired a 
senior lender to oversee and direct all the Bank's lending.


Nine Months Ended December 31, 1998 and 1997

Net Income

      Mid-Coast reported net income of $192,607 or $0.27 (basis and diluted) 
per share for the nine months ended December 31, 1998, compared to $368,394 
or $0.53 (basic) and $0.52 (diluted) per share for the period ended December 
31, 1997.  During the current period, the Bank recorded an increase in net 
interest income, before provision for loan loss, of $100,922 or 5.9%, and an 
increase in total non-interest income of $95,368 or 42.8%.  Total non-
interest expenses increased $449,479 or 34.0%, due to expenses related with 
opening the Bank's new offices in Belfast and Jefferson, Maine.

Interest Income

      Total interest income for the nine months ended December 31, 1998, 
increased $268,614 or 7.3% as compared to the same period in the previous 
fiscal year.  Interest on loans increased $100,351 or 3.0% primarily due to 
increases in the average balances of the real estate mortgage and commercial 
loan portfolios.  Interest income on investment securities, inclusive of 
mortgage backed securities, increased $57,165 or 37.4% due to average 
balance increases in the investment portfolio.  Interest on Time Deposits 
and Federal Funds sold increased $59,471 and $49,780, respectively, 
primarily due to increased balances.  Given the Bank's deposit growth, 
management's strategy continues to be focused on increasing the Bank's real 
estate and commercial lending presence in Mid-Coast Maine. 

Interest Expense 

      Total interest expense for the nine months ended December 31, 1998, 
increased $167,692 or 8.6% compared to December 31, 1997. Interest expense 
on deposits and borrowings increased $108,693 or 7.4% and $58,999 or 12.2%, 
respectively, compared to the same period last year. Interest expense 
increased due to an increase in the average balances of deposits and 
borrowings.  This increase is primarily generated by the Bank's recent 
expansion into Belfast and Jefferson, Maine, and the continued growth of the 
Rockland branch.  This growth coupled with the Bank's focus on reducing the 
average cost of funds on deposits and borrowings has reduced the average 
cost of funds from 4.75% for the period ended December 31, 1997, to 4.58% at 
December 31, 1998.

Net Interest Income

      Total net interest income for the nine months ended December 31, 1998, 
increased $100,922 or 5.92%.  This increase is primarily the result of 
increases in the average balances of investment securities, time deposits, 
Federal Funds sold, mortgages and commercial loans.  These increases were 
partially offset by increased interest expense associated with increases in 
average balances of deposit accounts and Federal Home Loan Bank advances.

Provisions for Losses on Loans

      The Bank's provision for losses on loans for the nine months ended 
December 31, 1998, decreased slightly from $50,000 at December 31, 1997, to 
$49,000 December 31, 1998.  At December 31, 1998, the allowance for loan 
losses as a percentage of total loans was 0.70% compared to 0.67% at 
December 31, 1997.  The provision is deemed appropriate based on 
management's belief that the current allowance for loan losses is adequate 
given the current loan portfolio and the associated risk.

Non-Interest Income

      Non-interest income for the nine months ended December 31, 1998, 
increased $95,368 or 42.8%.  The increase is primarily related to the gain 
on the sale of loans to the secondary market.  The increase in fees and 
charges is primarily related to increases in deposit volume, rather than 
rate increases.


Non-Interest Expenses

      Non-interest expenses increased $449,479 or 34.0% as compared to the 
same period last year.  This increase is primarily related to the Bank's 
recent expansion to the communities of Belfast and Jefferson, Maine.

Asset/Liability Management

      The goal of the Bank's asset/liability policy is to manage its 
exposure to interest rate risk.  The principal focus of the Bank's strategy 
has been to reduce its exposure to interest rate fluctuations by matching 
more closely the effective maturities and repricing dates of its assets and 
liabilities.  Currently the Bank's liabilities are more rate sensitive than 
its assets.  As such, the Bank has concentrated on maintaining a high 
percentage of adjustable rate loans in its residential, commercial, and 
commercial real estate portfolios.  In addition, the Bank utilizes Federal 
Home Loan Bank advances to control the repricing of a segment of its 
liabilities.

      The current interest rate environment is relatively stable with a flat 
yield curve.  A continued flat yield curve should allow the Bank's interest 
margin to remain relatively stable.  Typically, in a declining interest rate 
environment the Bank's interest rate spread would increase because 
liabilities would be repricing faster than assets for the same period.  In 
contrast, in a rising rate environment the spread would decrease resulting 
in an adverse affect on the Bank's net interest income.

Liquidity and Capital Resources

      On December 31, 1998, the Holding Company's stockholders' equity was 
$5,319,098 or 7.50% of total assets compared to $5,340,735 or 8.48 % at 
March 31, 1998.

      The Office of Thrift Supervision ("OTS") requires savings institutions 
such as Waldoboro to maintain a specified ratio of cash and short-term 
investment securities to new withdrawal deposits and borrowings with 
maturities of one year or less.  This minimum OTS required liquidity ratio 
is currently 4%.  This rate  may vary from time to time, depending upon 
general economic conditions and deposit flows.  As a part of its 
asset/liability management program, Waldoboro has historically maintained 
liquidity in excess of regulatory requirements to better match its short-
term liabilities.  At December 31, 1998, Waldoboro's liquidity ratio was 
approximately 15.57% compared to 12.95% at December 31, 1997.

      The minimum capital standards set by the OTS have three components: 
(1) tangible capital; (2) leverage ratio or "core" capital; and (3) risk-
based capital.  The tangible capital requirement is 1.5% and the leverage 
ratio or "core" capital requirement is 3% of an institution's adjusted total 
assets.  The risk-based capital requirement is 8% of risk-weighted assets.  
The amount of an institution's risk-weighted assets is determined by 
assigning a "risk-weighted" value to each of the institution's assets.  
Under the regulations, the "risk-weighting" of a particular type of asset 
depends upon the degree of credit risk which is deemed to be associated with 
that type of asset.

      At December 31, 1998, Waldoboro had tangible capital of $5,196,000 or 
7.33% of adjusted total assets, which exceeds the minimum required tangible 
capital and leverage ratio or "core" capital requirements.  Waldoboro had 
risk-based capital of $5,585,000 or 13.46% of risk-weighted assets at 
December 31, 1998.


Year 2000

      The Holding Company has conducted a review of its computer systems to 
identify the systems that could be affected by the "Year 2000" issue and has 
developed a plan to resolve the issue.  The Year 2000 issue is the result of 
computer programs being written using two digits rather than four to define 
the applicable year.  Any of the Holding Company's programs that have time-
sensitive software may recognize a date using "00" as year 1900 rather than 
the year 2000.  This could result in a major system failure or 
miscalculations.  The Holding Company has adopted the regulatory plan to 
address this issue which has five phases.  The Company has substantially 
completed the first three phases and is currently working on the validation 
phase.  The following is a brief synopsis of each phase:

1)    Awareness Phase - This phase consists of defining the Year 2000 
      problem and developing a strategy that encompasses all of the Bank's 
      and Holding Company's vendor's systems.   This phase has been 
      completed by the institution.

2)    Assessment Phase - This phase consists of assessing the Year 200 
      problem and detailing the steps necessary to address the issue.  This 
      phase must identify all software, hardware, other miscellaneous items, 
      and customer and vendor interdependencies affected by the Year 2000 
      issue.This phase also sets a timeline and responsibilities for each 
      section of the plan.  While this phase is largely complete, management 
      recognizes that other issues could arise that would need to be 
      assessed.

3)    Renovation Phase - This phase includes upgrades to hardware and 
      software, system upgrades, vendor certifications, and other associated 
      changes.  For those applications handled by an outside vendor, 
      management has had ongoing discussions about how they are addressing 
      this issue, and we will continue to monitor their progress.

4)    Validation Phase - This phase consists of testing all hardware and 
      software to ensure that it is compatible with our system.  Management 
      will also be testing systems and data files that are supplied by 
      vendors and will monitor their testing on an ongoing basis.  The 
      Holding Company anticipates having this phase completed by March 31, 
      1999.

5)    Implementation Phase - During the final phase, all systems should be 
      certified as Year 2000 compliant.  Any systems that fail certification 
      must be addressed and contingency plans must be implemented to ensure 
      continuity.  In addition, all new systems and changes to existing 
      systems must be verified as Year 2000 compliant.  The Holding Company 
      anticipates completion of this phase by June 30, 1999.


      The Holding Company presently believes that because of the conversion 
to new software in fiscal 1997, the Year 2000 problem will not pose 
significant operational problems for the Holding Company's and the Bank's 
computer system.  Also, the Bank's loan portfolio is not significantly 
concentrated with any single borrower (at September 30, 1998, the largest 
commercial loan relationship approximated $600,000) and consists largely of 
loans secured by real estate.  These factors help mitigate Year 2000 risks 
pertaining to the valuation of the loan portfolio.  The Bank is currently 
contacting its significant loan customers regarding their Year 2000 efforts.  
In addition, the Company has developed a contingency plan in case any systems 
are not operational after the year 2000 and is presenting a plan for Board 
approval at its February 1999 meeting.  This plan will be continually reviewed 
and revised to address all critical systems.  It should also be noted that the 
Bank's regulatory agency, the Office of Thrift Supervision, has been 
monitoring, and plans to continue monitoring, the Bank's progress in 
addressing Year 2000 matters.  To date the Bank has spent approximately 
$27,000 on the Year 2000 issue primarily due to the purchase of computer 
hardware, related installation cost and overtime for key employees and 
anticipates that it may spend $15,000 additional in the future.  Future 
costs may be necessary for employee overtime, an external audit and costs 
related to computer maintenance.


                          PART II OTHER INFORMATION


Item 1.    Legal Proceedings.
           ------------------

           There was no material litigation pending to which the Registrant 
           was a party or to which the property of the Registrant was 
           subject during the quarter ended December 31, 1998.

Item 2.    Changes in Securities.
           ----------------------

           None.

Item 3.    Defaults Upon Senior Securities.
           --------------------------------

           None.

Item 4.    Submission of Matters to a Vote of Security Holders.
           ----------------------------------------------------

           None.

Item 5.    Other Information.
           ------------------

           None.

Item 6.    Exhibits and Reports on Form 8-K.
           ---------------------------------

      (a)  Exhibits required by Item 601 of Regulation S-B.

           (27) Financial Data Schedule*
           *Submitted only with filing in electronic format.

      (b)  Reports on Form 8-K.

           None.


SIGNATURES


      In accordance with the requirements of The Exchange Act, the 
registrant has caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.

                                       MID-COAST BANCORP, INC.



Date    February 9, 1999               /s/ Wesley E. Richardson
                                       -----------------------------
                                       Wesley E. Richardson
                                        President and Treasurer