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 March 31, 1996

                   Commission File Number 0-27200

                      EVERGREEN BANCSHARES, INC.
                        A Florida corporation
            (IRS Employer Identification No. 63-1025500)
                      1706 West Tennessee Street
                      Tallahassee, Florida  32304
                            (904) 222-4600

         Securities Registered Pursuant to Section 12(b)
          of the Securities Exchange Act of 1934:  None

         Securities Registered Pursuant to Section 12(g)
            of the Securities Exchange Act of 1934:
                 Common Stock, $1.00 par value 

Check whether the Issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the past twelve 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 the Registrant's Common Stock
as of September 30, 1996:  1,000,292 shares of $1.00 par value
Common Stock.


          Transitional Small Business Disclosure Format

                     Yes              No     X   
                                                                            

                              PART I

Item 1.  Financial Statements.

     The required financial statements follow.  An explanation of
the computation of per share earnings on both a primary and fully
diluted basis can clearly be determined from page 8.

     Condensed Consolidated Balance Sheet as of March 31, 1996 and 
        December 31, 1995                                                   3

     Condensed Consolidated Statement of Income for the Three
        Months Ended March 31, 1996 and March 31, 1995                      4

     Consolidated Statement of Cash Flows for the Three Months
        Ended March 31, 1996 and March 31, 1995                             5

     Notes to Condensed Consolidated Financial Statements                   6


<TABLE>

EVERGREEN BANCSHARES, INC.  AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<CAPTION>
                                                   MARCH 31        DECEMBER 31
                                                     1996             1995
ASSETS

<S>                                              <C>              <C>
CASH & CASH EQUIVALENTS:
Cash & due from banks                            $  3,427,598     $  6,909,701
Fed funds sold                                     17,685,000        5,410,000

Total cash & cash equivalents                      21,112,598       12,319,701

INVESTMENT SECURITIES:

Available for sale, at market value                21,523,755       36,877,731
Held to maturity (market value of $7,416,691 and    7,803,250        7,807,136
  $7,711,770 at 3/31/96 and 12/31/95)

LOANS, Net (Allowance for Loan Loss $460,695       58,142,820       61,444,193
   and $506,635 at 3/31/96 and 12/31/95)

BANK PREMISES & EQUPMENT, Net                       2,742,163        2,700,572

ACCRUED INTEREST RECEIVABLE                           553,902          638,902

INTANGIBLE CORE DEP PREM, Net                       1,486,157        1,567,464

ORGANIZATION COST, Net                                147,055          146,732

DEFERRED INCOME TAXES                                 230,666          116,959

OTHER ASSETS                                          596,085          782,015

TOTAL ASSETS                                     $114,338,451     $124,401,405


LIABILITIES

DEPOSITS
Non-interest bearing                             $  8,022,661     $  9,050,682
Interest bearing                                   99,804,445      108,141,681

Total deposits                                    107,827,106      117,192,363

ACCRUED INTEREST PAYABLE                              369,320          527,923

ACCRUED EXPENSES                                       48,346          121,887

TOTAL LIABILITIES                                 108,244,772      117,842,173

SHAREHOLDERS' EQUITY

COMMON STOCK (par $1; 1,250,000 auth.;                947,294          947,294
   947,294 and 947,294 issued and outstanding at
   3/31/96 and 12/31/95)
ADDITIONAL PAID-IN CAPITAL                          8,529,089        8,529,089
RETAINED (EARNINGS) DEFICIT                        (3,127,758)      (2,721,741)
UNREALIZED LOSSES ON INVESTMENT SECURITIES           (254,946)        (195,680)

TOTAL SHAREHOLDERS'  EQUITY                         6,093,679        6,559,232

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $114,338,451     $124,401,405

See Notes to Consolidated Financial Statements

</TABLE>

<TABLE>

EVERGREEN BANCSHARES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

<CAPTION>

                                                FOR THE QUARTER ENDED MARCH 31

                                                        1996           1995

<S>                                                  <C>            <C>
Interest Income
Loans, including fees                                $1,302,937     $1,313,381
Investment securities:
   Taxable                                              451,386        698,088
   Non-taxable                                                         102,505
Federal Funds Sold                                      209,175         41,440
Other                                                    10,343         19,321

   Total interest income                              1,973,841      2,174,735

Interest Expense

Deposits                                              1,289,083      1,145,739
Federal funds pruchased                                                  1,886
Other borrowed funds                                                   211,072

   Total interest expense                             1,289,083      1,358,697

Net interest income before 
  provision for loan loss                               684,758        816,038

Provision for loan loss                                  30,000

Net interest income after
  provision for loan loss                               654,758        816,038

Other Income

Service charges on deposits                             111,073        122,016
Commisions and fees on deposits                          43,992         16,359

   Total other income                                   155,065        138,375

Other Expense

Salaries & employee benefits                            517,562        449,537
Occupancy expense                                       208,699        177,490
Data processing                                         104,271         24,870
Professional services                                    12,565         23,494
Amortization of core deposit premiums                    81,307         81,306
Insurance                                                73,599         46,874
Stationery & supplies                                    27,492         34,176
Furniture & equipment expense                            45,204         42,973
Postage & freight                                        21,935         21,525
Other operating expenses                                123,476        127,985

   Total other expenses                               1,216,110      1,030,230

INCOME(LOSS) BEFORE TAXES                              (406,287)       (75,817)
INCOME TAX PROVISION (BENEFIT)                                         (43,145)

NET INCOME (LOSS)                                     $(406,287)      $(32,672)

EARNINGS PER SHARE                                       $(0.43)        $(0.04)

Net income (loss) per common share                       $(0.43)        $(0.04)

WEIGHTED AVERAGE COMMON SHARES AND COMMON               947,294        894,476
 STOCK EQUIVALENTS OUTSTANDING


 See Notes to Consolidated Financial Statements<PAGE>

</TABLE>

<TABLE>

EVERGREEN BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

<CAPTION>

                                                                  March 31,
                                                          1996               1995


<S>                                                  <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                          $    (406,287)      $    (32,672)
   Adjustments to reconcile net loss to net cash 
    provided by (used in) operating activities:
     Depreciation and amortization                         110,997            110,050
     (Accretion) of discounts/amortization of premiums                       (137,111)
     Deferred income taxes                                       0            176,662
   (Increase) decrease in accrued interest receivable       85,000            200,286
   (Increase) decrease in other assets                     185,930            (34,944)
   (Increase) decrease in deferred income taxes 
   (Increase) decrease in organizational costs             (14,220)            (2,114)
   Increase (decrease) in accrued interest payable        (158,603)           (52,018)
   Decrease in accrued expenses and other liabilities      (73,541)           225,779

            Net cash provided by (used in) 
            operating activities                          (407,835)           591,029

CASH FLOWS FROM INVESTING ACTIVITIES:
    Loan Originations and principal payments             3,181,502      1,070,224,295
    Principal collected on securities held to maturity     195,204            388,792
    Principal collected on securities available for sale   665,468            542,842
    Purchases of:
        Securities available for sale                                        (550,200)
        Premises and equipment                            (173,474)           (54,762)
    Proceeds from sales of:
        Premises and equipment                             118,289
    Proceeds from maturities of:
        Securities available for sale                   14,580,000

            Net cash provided by (used in) 
            investing activities                        18,566,989      1,070,550,967

CASH FLOWS FROM FINANCING ACTIVITIES:

    Increase (Decrease) in Non-Interest 
       Bearing Deposits                              1,072,713,803
    Increase (Decrease) in Interest 
       Bearing Deposits                              1,065,404,588          6,121,186
    Increase (Decrease) in Securities Sold 
       under Agreements to repurchase                            0
    Net increase (Decrease) in Federal 
       funds purchased                                           0           (900,000)
    Advances from Federal Home Loan Bank                         0
    Advances by borrowers for taxes and insurance                0
    Proceeds from issuance of long-term debt                     0
    Repayment of long-term debt                                  0
    Dividends paid                                               0            (44,726)
    Common stock issued                                          0              1,200

           Net cash provided by (used in) 
           financing activities                      1,064,376,567          5,177,660

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS         8,793,897          2,577,832

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR            12,319,701          5,043,118

CASH AND CASH EQUIVALENTS, END OF YEAR                $ 21,112,598       $  7,620,950


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

   Cash paid during the year for:
     Interest 
     Taxes 

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:

   Loans transferred to real estate owned                        0
   Loans made to facilitate sale of real estate owned            0
   Loans exchanged for mortgage-backed securities                0
   Conversion of debt to equity
   Assumption of liabilities due to acquisition of assets

See Notes to Consolidated Financial Statements

</TABLE>


EVERGREEN BANCSHARES, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED 
FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with
the instructions to Form 10-QSB.  Accordingly, they do not include
all of the information and footnotes required by generally accepted
accounting principles for complete financial statements.  In the
opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation
have been included.  Operating results for the three month period
ended March 31, 1996  are not necessarily indicative of the results
that may be expected for the year ended December 31, 1996.  For
further information, refer to the consolidated financial statements
and footnotes thereto included in Evergreen Bancshares, Inc. and
Subsidiary annual report on Form 10-KSB for the year ended December
31, 1995.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General - Evergreen Bancshares, Inc., (the "Company") was
incorporated on March 12, 1990 as a bank holding company under the
Bank Holding Company Act of 1956, as amended.  The Company's
principal asset is the investment in its wholly-owned subsidiary,
Guaranty National Bank of Tallahassee (the "Bank").  The Bank was
incorporated on April 16, 1986 and opened for business on November
17, 1986, as a nationally chartered bank.  The Company acquired the
Bank on July 19, 1990 in a stock for stock exchange.

The accounting and reporting policies of Evergreen Bancshares, Inc.
and its wholly-owned subsidiary (collectively, the "Company")
conform to generally accepted accounting principles and to general
practices within the banking industry.  The following summarizes
the more significant of the Company's accounting and reporting
policies and practices:

Consolidation - The consolidated financial statements include
Evergreen Bancshares, Inc. and the Bank.  All significant
intercompany balances and transactions have been eliminated.

Cash and Cash Equivalents - Cash and cash equivalents include cash
on hand, amounts due from banks, Federal funds sold, and other
short-term, highly liquid interest bearing deposits and investment
securities with an original maturity of three months or less. 
Generally,  Federal funds are sold for one-day periods.

Investment Securities - Effective January 1, 1994, the Company
adopted Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt Securities" (SFAS No.
115"), which addresses the accounting and reporting for certain
investments in debt and equity securities.  This statement requires
that only debt securities that the Company has the positive intent
and ability to hold to maturity be classified as held to maturity
and reported at amortized cost.  Securities that are bought and
held principally for the purpose of selling them in the near term
are required to be classified as trading securities and reported at
fair value with unrealized gains and losses reflected in the
statement of income.  All other securities are required to be
classified as available-for-sale securities and reported at fair
value with unrealized gains and losses net of taxes reflected as a
separate component of shareholder's equity until realized.  

Realized gains or losses on disposition of investment securities
are recorded on the trade date and are based on the net proceeds
and the adjusted carrying amount of the securities sold, using the
specific identification method.

Loans - Loans are stated at the amount of unpaid principal, net of
unearned income, deferred loan fees and an allowance for loan
losses.  Interest on certain installment loans is recognized as
income over the life of the loans using a method approximating the
interest method.  Interest on loans is calculated primarily by
using the simple interest method on daily balances of the principal
amount outstanding.

Nonrefundable fees and certain direct costs associated with
originating or acquiring loans are recognized over the life of
related loans as an adjustment of yield.

Allowance for Loan Losses - The allowance for loan losses is
established through a provision for loan losses charged to expense. 
Loans are charged against the allowance for loan losses when
management believes that the collectibility of the principal is
unlikely.  The allowance is an amount that management believes will
be adequate to absorb losses on existing loans that may become
uncollectible, based on evaluations of the collectibility of the
loans and prior loan loss experience.  The evaluations take into
consideration such factors as changes in the nature and volume of
the loan portfolio, review of specific problem loans and current
economic conditions that may affect the borrowers' ability to
repay.

Impaired loans are loans for which it is probable that the creditor
will be unable to collect all amounts due according to the contract
terms of the loan agreement.  Cash receipts on impaired loans are
used to reduce principal balances.  Impairment losses are included
in the allowance for loan losses through a charge to the provision
for loan losses.  Impairment losses are measured by the present
value of expected future cash flows discounted at the loan's
effective interest rare, or at either the loans's observable market
price or the fair value of collateral.  Adjustments to impairment
losses due to changes in the fair value of impaired loan's
underlying collateral are included in the provision for loan
losses.  Upon disposition of an impaired loan, any related
valuation allowance is reversed through a chargeoff to the
allowance for loan losses. 

Premises and Equipment - Premises and equipment are stated at cost
less accumulated depreciation.  Depreciation and amortization are
computed principally on the straight-line method over the estimated
useful lives of 7 to 40 years.

Intangible Core Deposit Premiums - The Company paid premiums to
acquire certain deposits of another financial institution.  Such
premiums are being amortized over the estimated lives of the
related deposits which is generally 8 years.  The core deposit
intangible study for the 1993 acquisitions was not completed by the
Company's outside auditors until the end of the second quarter of
1994.  Accordingly, no amortization of the core deposit premiums
attributable to all or some of the 1993 acquisitions was included
in the first quarter 1994 financial statements.  

Organization Costs - Organization costs are being amortized on a
straight-line basis over 5 years.

Income Taxes - The Company and its subsidiary file consolidated
Federal and state income tax returns.  Income tax charges or
credits are generally allocated to each member of the consolidated
group on the basis of their respective taxable income or loss
included in the consolidated income tax return.

In 1993, the company adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"),
which requires an asset and liability approach to accounting for
income taxes.  A cumulative effect of the change in accounting for
income taxes effective January 1, 1993, has been reported in the
consolidated statement of income.  Under SFAS 109, deferred tax
assets and liabilities are recognized based on differences between
financial statement and tax basis of assets and liabilities using
presently enacted tax rates.  The deferred tax provision is
computed as the change in the deferred tax asset/liability from the
beginning of the year to the end of the year.

Net (Loss) Income per Common Share - Net (Loss) income per common
share is calculated on the basis of the weighted average number of
common shares outstanding.  Earnings per common share were computed
by dividing the net income for the year by the weighted average
shares outstanding.  Stock options granted to directors, officers
and employees are common stock equivalents.  However, these common
stock equivalents did not have dilutive effect on the earnings per
share calculation.  

Stock Options - The Company has a Management Stock Option and Non-
Qualified Stock Option Plans under which stock options have been
granted to key officers, directors and shareholders to purchase
shares of Company common stock.  These options are currently
exercisable to purchase common stock at $10 and $12 per share.  The
options terminate upon cessation of employment or death or
expiration of option periods in 1996 through 1998.  In 1995, 3,100
options were exercised and in 1994, 26,435 options were exercised. 
In the first quarter of 1996, 32 options were exercised.

NOTE 3 - REGULATORY MATTERS

The Agreement - On March 7, 1996, the Bank entered into a written
agreement with the Office of the Comptroller of the Currency (the
"Agreement").  The Agreement provides that the Bank will perform
the following:

--        Develop a profit plan to improve and sustain the earnings
          of the Bank.

--        Develop a three year capital program whereby the Bank
          will achieve Tier 1 capital at least equal to 5% of
          adjusted total assets, Tier 1 capital at least equal to
          8% of risk-weighted assets; and total risk-based capital
          at least equal to 10% of risk-weighted assets by August
          31, 1996;

--        Employ an independent outside management consultant to
          review and report on the current management and Board
          supervision of the Bank and submit a plan of
          implementation;

--        Review the adequacy of the Bank's allowance for loan
          losses and establish an effective program for the
          maintenance of an adequate allowance for loan losses;

--        Revise and implement a written asset and liability
          management policy;

--        Immediately take all steps necessary to correct each
          violation of law, rule or regulation cited in any report
          of examination; and 

--        Cause the Bank to refile amended Reports of Condition and
          Income for the periods ending March 31, 1995, June 30,
          1995 and September 30, 1995, and implement policies and
          procedures to ensure the accuracy of all regulatory
          reports filed by the Bank.

Management has taken measures to comply with the Agreement and
plans to continue these efforts.  Failure to comply with the
requirements under the Agreement may result in the levy of civil
money penalties against the Bank and/or its directors, removal of
officers and directors, or institution of Cease-and-Desist
proceedings.

Management's Plans - Management has undertaken plans to reduce
operating expenses, restructure the deposit and loan portfolios,
increase the loan-to-deposit ratio, and reduce the Bank's interest
rate risk by more closely matching the maturities of interest
bearing deposits with interest earning assets, in efforts to reduce
the Bank's net operating losses.  Management is also considering
raising additional capital through private placements.

Item 2.  Management's Discussion and Analysis of Operations.

Evergreen Bancshares, Inc. (the Company), a bank holding company
located in Tallahassee, Florida, is a Florida corporation with one
subsidiary, Guaranty National Bank of Tallahassee (the Bank).  A
full range of banking services are offered by the Bank through its
seven branch locations, all of which are located in the
Tallahassee, Florida area.

Late Filing of Periodic Reports

This and other reports were not timely filed by the Company. 
Accordingly, the information contained herein may not be current as
of its filing.  As such, the reader should also consult the
Company's other periodic filings, particularly the Company's
quarterly report on Form 10-QSB for the period ending September 30,
1996, which, as of this writing, is the most current financial data
available for the Company.

Financial Condition

Total assets of the Company decreased during the first quarter of
1996 as the Company continued its plans to improve the Bank's
regulatory capital ratios.  Total assets decreased by $10 million
from $124 million at December 31, 1995 to $114 million at March 31,
1996.  Total liabilities decreased to $108 million at March 31,
1996 from $118 million at December 31, 1995 and shareholders'
equity decreased $.5 million from December 31, 1995 to March 31,
1996.

Cash and cash equivalents increased $9 million due to the
investment of excess funds in Federal funds sold.  The Federal
funds sold balance was increased to temporarily enhance the
liquidity position of the Company allowing the Company to
restructure its balance sheet to improve its interest margin by
reductions in high cost deposit liabilities and to provide for
interest earnings on funds to be utilized for new loans which
satisfy the underwriting criteria of the Company.

The Company collected proceeds from the maturities of and principle
payments on investment securities available for sale totaling
approximately $15 million during the first quarter of 1996.  These
proceeds were used to liquidate $8 million of interest bearing
deposits which, prior to their liquidation at maturity near the end
of the first quarter, were bearing interest at above market rates. 
The proceeds were also used to fund a normal reduction in non-
interest bearing deposits totaling $1 million.  The balance of the
funds collected from investment securities available for sale were
invested in Federal funds sold.

Loans, net of the allowance for loan losses, decreased by $3
million as the repayment of loans outstanding exceeded the dollar
amount of new loans.  The dollar amount of principal repayments in
excess of amounts funded were invested in Federal funds sold.  The
Company's underwriting criteria are generally considered to be
conservative and the Company will only fund loans that generate an
acceptable return relative to the credit risk.  Also, management
has evaluated loan growth as such growth relates to improvement in
the Bank's regulatory capital ratios.  Management's plans for the
improvement of the Bank's regulatory capital ratios include among
other alternatives, restructuring the Bank's balance sheet as well
as a reduction in the total assets of the Bank.  Management's plans
relating to improving the Bank's regulatory capital ratios are more
fully discussed in Regulatory Issues.  The Company continues to
experience past due loans, non accrual loans and charge-offs that
are below industry averages.  Management has reviewed the allowance
for loan losses as of March 31, 1996 and in the opinion of
management, the loan loss reserve is adequate.

Results of Operations

Total interest income for the quarter ended March 31, 1996 was $1.9
million, a decrease of $201,000 from the corresponding period of
the preceding year.  The decrease in total interest income
primarily results from a decline in interest income from investment
securities of $349,000 off set by an increase in interest income
from Federal funds sold of $168,000.  The decline in interest
income from investment securities results from lower balances
invested in investment securities available for sale during the
period ended March 31, 1996 as compared with the comparable period
for 1995.  The increase in interest income from Federal funds sold
for the current quarter when compared to the corresponding quarter
of the preceding year resulted from larger balances invested in
Federal funds.

Total interest expense had a small decline for the first quarter of
1996 when compared to the first quarter of 1995.  A favorable
decrease in interest expense on other borrowed funds was offset by
an increase in interest expense related to deposit accounts.

Net interest income before provision for loan loss declined
approximately $131,000 during the first quarter of 1996 when
compared to the comparable period for 1995.  This resulted from the
decline in interest margins associated with the Company's increased
investments in Federal funds sold funding deposits with above
market rates for most of the quarter.

Other operating expenses increased $186,000 during the quarter
ended March 31, 1996 when compared to the corresponding period of
the preceding year.  The increase in other operating expenses
principally results from increases in salaries and employee
benefits and data processing charges.  Bank management has
identified market segments where the Bank should have success in
attracting from competing financial institutions new loan and low
costs deposit relationships in the Tallahassee market.  Management
believes the additions to the management group will provide the
Bank with access to new account relationships.  Data processing
charges increased during the current quarter as compared to the
prior year comparable period as the current period reflects three
months of data processing charges under the Bank's new data
processing contract.

The Company's net loss for the quarter ended March 31, 1996 was
$406,000 compared to a net loss of 76,000 for the first quarter of
1995.  Loss per common share was ($.43) for the quarter ended March
31, 1996 based on weighted average common shares and common stock
equivalents outstanding of 947,294 compared to a net loss of
$33,000 and loss per common share of ($.04) based on weighted
average common shares and common stock equivalents outstanding of
894,476 for the quarter ended March 31, 1995.

Regulatory Issues

On March 7, 1996, the Bank entered into a Formal Agreement with its
primary federal regulator, the Office of the Comptroller of the
Currency (OCC).  The Formal Agreement is the Bank's written
commitment to take certain actions requested by the OCC.  In
particular, the Formal Agreement provides that the Bank will: 
develop a profit plan to improve the Bank's earnings; develop a
three-year capital program, including meeting certain regulatory
capital ratios (discussed below); employ an outside consultant to
review and report on the current management and board supervision
of the Bank; submit a plan of implementation of the management
consultant's recommendations; revise and improve the Bank's
procedures for maintaining its allowance for loan losses; adjust
and revise the Bank's assets and liability management policy;
correct any violations of the law, rule or regulation; refile call
reports for the first three quarters of 1995; and ensure the
accuracy of all future regulatory reports filed by the Bank.  The
Bank believes it is in compliance with most of the requirements. 
The failure to comply with the requirements under the Formal
Agreement may result in the levy of civil money penalties against
the Bank and/or its directors, the removal of officers and/or
directors, or the institution of cease and desist proceedings
against the Bank and/or its directors.

In the opinion of Management, the most important area of the Formal
Agreement relates to the achievement of certain prescribed capital
ratios no later than August 31, 1996.

Under guidelines established by the Federal banking regulators,
capital adequacy is currently measured for regulatory purposes by
certain risk-based capital ratios, supplemented by a leverage
ratio.  The risk-based capital ratios are calculated as a ratio of
capital to risk-weighted assets.  Risk-weighted assets are computed
by measuring the relative credit risks of both the asset categories
on the balance sheet and various off-balance sheet exposures. 
Capital is divided into two classes:  Tier 1 and Tier 2.  Tier 1
capital consists primarily of common shareholders' equity and
qualifying perpetual preferred stock, net of goodwill and other
disallowed intangible assets.  Tier 2 capital, which is limited to
the total of Tier 1 capital and other specific limitations,
includes allowable amounts of subordinated debt, mandatory
convertible securities, preferred stock and the allowance for loan
losses.  Under current requirements, the minimum Tier 1 risk-
weighted ratio is 4%, and the minimum total capital ratio,
consisting of both Tier 1 and Tier 2 capital, is 8%. 

The Tier 1 leverage ratio is the ratio of Tier 1 capital only to
average total assets for the most recent quarter, after reduction
of those assets for goodwill and other disallowed intangible assets
at the measurement date.  The required ratio ranges from 3% to 5%,
subject to Federal bank regulatory evaluation of the organization's
overall safety and soundness.

Article IV of the Formal Agreement requires the Bank to achieve
certain capital ratios by August 31, 1996.  These required capital
ratios are significantly higher than those presently recorded by
the Bank.  The Formal Agreement requires the attainment of the
following ratios:


              Ratio                   Required Ratio

        Tier 1 leverage                     5.0%
        Tier 1 risk weighted                8.0%
        Total risk weighted                10.0%

These ratios exceed the ratios required for the regulatory rating,
well-capitalized.  The following is a summary of the Bank's capital
ratios:


             Ratio                          March 31, 1996

        Tier 1 leverage                         4.12%
        Tier 1 risk weighted                    7.91%
        Total risk weighted                     8.68%


Management has instituted a capital and profitability plan, that if
successfully completed, will increase the Bank's capital to an
amount which will put the Bank in compliance with the Formal
Agreement.  The capital plan provides for the Bank to monitor asset
growth giving consideration to the favorable impact shrinking the
size of the Bank would have on the Bank's capital ratios; changing
the mix of assets and liabilities by emphasizing loans in favor of
investment securities and core deposits in favor of high cost
deposits; improving the net interest margin and non-interest income
and controlling overhead; and augmenting capital.  The Bank's
primary plan to augment capital is through the sale of additional
stock to its shareholder, which is dependent on a private placement
of stock by the Company.  In addition, the Bank is considering the
sale of one or more branches which would be likely to be undertaken
if favorable premiums and excess liquidity are available.

                             PART II

Item 1.  Legal Proceedings.

     The Company is not aware of any pending legal proceedings,
other than routine litigation incidental to the business of the
Bank, to which the Bank is a party or to which any of its
properties is subject.  The Company is aware of no pending legal
proceedings to which it is a party.

Item 2.  Changes in Securities.

     No instruments defining the rights of the holders of the
Company's only class of securities, its Common Stock, have been
materially modified.  No other class of securities has been issued.

Item 3.  Defaults Upon Senior Securities.

     The Company has had no defaults on any indebtedness under
which it is obligated.

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

     No matters were submitted to a vote of shareholders during the
quarter.

Item 5.  Other Information.

     The Company declines to present any additional information.

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

     A.   Exhibits

Exhibit No.              Description                                 Page No.

      11   Statement Re: Computation of Per Share Earnings (See
           Page 8)    Filed Herewith

      27   Financial Data Schedule (For SEC Use Only)  Filed Herewith

  

   B. Reports on Form 8-K

   No reports on Form 8-K were filed during the first quarter of
1996.

                           SIGNATURES

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

   Date:  December 9, 1996

                                       EVERGREEN BANCSHARES, INC.
                                       (Registrant)


                                        BY:  /s/ Linda C. Alexionok          
                                             Linda C. Alexionok
                                             Secretary



                                        BY:  /s/ Vernon E. Sanders          
                                             Vernon E. Sanders
                                             Principal Financial Officer,
                                             Treasurer and a Director