UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549
                                 FORM 10-K

              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1996   Commission File No.: 0-10275
                          EVERGREEN BANCORP, INC.
           (Exact name of Registrant as specified in its Charter)

            DELAWARE                          36-3114785
    (State of incorporation)      (I.R.S. Employer Identification No.)

         237 Glen Street, Glens Falls, New York           12801
        (Address of principal executive offices)        (Zip Code)        

                               (518) 792-1151
            (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act:

    Title of each class           Name of exchange on which registered    
           NONE                      Nasdaq National Market System        

        Securities registered pursuant to Section 12(g) of the Act:

                      Common Stock, $ 3 1/3 Par Value
                              (Title of Class)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 
405 of Regulation S-K is not contained herein, and will not be contained, 
to the best of Registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. ___ 

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 aggregate market value of the Registrant's common stock (based upon 
the average of the bid and asked prices on February 28, 1997) held by non-
affiliates was approximately $132.0 million, excluding 829 thousand shares 
held by affiliates of the registrant. The number of shares of Registrant's 
Common Stock outstanding on February 28, 1997 was 9,044,690.

                    DOCUMENTS INCORPORATED BY REFERENCE

(1)  Portions of the Registrant's Annual Report to Stockholders for the 
     fiscal year ended December 31, 1996(Parts I, II and IV).

(2)  Portions of the Registrant's Proxy Statement for its 1997 Annual 
     Meeting of Stockholders to be filed within 120 days of the 
     Registrant's fiscal year-end (Part III).

                                   PART I

                          EVERGREEN BANCORP, INC.

                    ITEM 1.     Description of Business

                                  GENERAL

     Evergreen Bancorp, Inc. ("Registrant" or "Evergreen") is a Delaware 
Corporation registered as a bank holding company under the Bank Holding 
Company Act of 1956, as amended (the "BHC Act") having its principal place 
of business at 237 Glen Street, Glens Falls, New York. Evergreen commenced 
business under its former name of First Glen Bancorp on November 3, 1980. 
Evergreen adopted its current name on April 23, 1986.

     The Registrant conducts substantially all of its business through its 
sole banking subsidiary, Evergreen Bank, N.A. (the "Bank"). Its 
predecessor bank, The First National Bank of Glens Falls, was originally 
organized as a state-chartered bank in New York State in 1853, and was 
converted to a national bank in 1865. Today, the Bank is regulated by the 
Office of the Comptroller of the Currency ("OCC"). The deposits of 
Evergreen Bank are insured by the Federal Deposit Insurance Corporation 
("FDIC") to the extent permitted by law. See "Supervision and Regulation." 
The Bank's principal offices are in Glens Falls, New York, and it has 25 
banking offices in 7 counties of upstate New York. At December 31, 1996, 
Evergreen Bank had total assets of approximately $920.1 million, total 
deposits of approximately $800.9 million, and total stockholders' equity 
of approximately $81.4 million.

     Evergreen and its principal bank subsidiary derive substantially all 
of their revenue and income from the furnishing of bank and bank-related 
services. Evergreen functions primarily as the holder of stock of its 
subsidiaries and assists the management of its subsidiaries as 
appropriate. 

     The Bank conducts a general commercial banking and trust business at 
25 locations in upstate New York, concentrated in three principal regions 
generally known as Glens Falls, Plattsburgh and Albany. Through the Bank, 
Evergreen provides a variety of banking services to individuals, 
partnerships, corporations, municipalities and government entities in New 
York State. Such banking services include accepting deposits, making 
loans; checking and NOW accounts; business, agricultural, real estate, 
home improvement, automobile and other personal loans; letters of credit; 
home equity lines of credit; safe deposit boxes; wire transfer facilities; 
and access to automated teller machines.

     The Bank operates as a typical community banking institution, and 
does not currently engage in any specialized finance or capital market 
activities, or hold any credit card assets, although management may re-
enter the credit card business in the future. In 1996, the Bank formed a 
new wholly owned subsidiary as a real estate investment trust to hold 
certain residential and commercial loans, which are serviced and otherwise 
managed by the Bank.

     The Bank engages in various finance functions for municipalities and 
governmental entities located within its geographic markets. Municipal 
deposits comprise a larger proportion of total deposits than most banks in 
its peer group, consequently the municipal business is relatively 
significant to the Bank.

     Evergreen is a legal entity separate and distinct from its 
subsidiaries. The right of Evergreen to participate in any distribution of 
the assets or earnings of any subsidiary is subject to the prior claims of 
creditors of the subsidiary, except to the extent that claims, if any, of 
Evergreen itself as a creditor may be recognized. See "Supervision and 
Regulation -- Payment of Dividends".

                         GOVERNMENT MONETARY POLICY

     The Bank is affected by the credit policies of monetary authorities, 
including the Board of Governors of the Federal Reserve System. An 
important element of the Federal Reserve System is to regulate the 
national supply of bank credit. Among the instruments of monetary policy 
used by the Federal Reserve are open market operations in U.S. Government 
securities, changes in the discount rate, reserve requirements on member 
bank deposits, and funds availability regulations. The monetary policies 
of the Federal Reserve have in the past had a significant effect on the 
operations of financial institutions, including the Bank, and will 
continue to do so in the future. Changing conditions in the national 
economy and money markets, as well as the impact of actions by monetary 
and fiscal authorities, make it difficult to predict the effect of future 
changes in interest rates, deposit levels or loan demand on the business 
and income of the Bank.

                           COMPETITION

     The Bank faces strong competition in its three principal market 
areas, both in attracting deposits and making loans. The Bank's most 
direct competition for deposits and trust services has historically come 
from other banks, savings institutions and credit unions located in the 
Bank's market areas. However, the Bank also faces significant non-banking 
competition from mutual funds, insurance companies, investment management 
firms, investment banking firms, broker dealers and a growing list of 
other investment alternatives. This has increased the competition for 
funds that historically would have been maintained as bank deposits.

     The Bank competes in this environment by providing a broad range of 
financial services, competitive interest rates and a personal level of 
service that, combined, tend to retain the loyalty of customers in its 
market areas against competitors with far larger resources than that of 
the Bank. To a lesser extent, convenience of branch locations and hours of 
operations are competitive advantages of the Bank in the Glens Falls and 
Plattsburgh regions.

     The Bank encounters significant competition for new loans, both 
commercial and consumer, from other commercial banks, including super-
regional, money center and locally owned banks. In addition, savings 
banks, savings and loan associations, credit unions, mortgage bankers, 
mortgage brokers affiliated with nationally franchised real estate 
brokers, and other financial institutions compete actively for new loans. 
Competition for home mortgages in the past five years has been especially 
intense in the Bank's market areas. The Bank competes for new loans 
principally through the interest rates and fees it charges, the 
responsiveness of the Bank to its local markets, and the efficiency in 
which it provides loan services.

     Mergers among financial institutions have added competitive pressure. 
Competition is expected to intensify as a consequence of interstate 
banking laws now in effect in the majority of states which permit banking 
organizations to expand geographically. Further, the Reigle-Neal 
Interstate Banking and Branching Efficiency Act of 1994 has generally 
removed the remaining restrictions on interstate acquisitions of banks and 
bank holding companies, effective June 1, 1997, or sooner. 

                         SUPERVISION AND REGULATION

     General.  The Registrant is a bank holding company, registered with 
the Board of Governors of the Federal Reserve System (the "Federal 
Reserve") under the BHC Act. As such, the Registrant and its subsidiaries 
are subject to the supervision, examination, and reporting requirements of 
the BHC Act and the regulations of the Federal Reserve.

     The BHC Act requires every bank holding company to obtain the prior 
approval of the Federal Reserve before: (i) it may acquire direct or 
indirect ownership or control of any voting shares of any bank if, after 
such acquisition, the bank holding company will directly or indirectly own 
or control more than 5.0% of the voting shares of the bank; (ii) it or any 
of its subsidiaries, other than a bank, may acquire all or substantially 
all of the assets of the bank; or (iii) it may merge or consolidate with 
any other bank holding company.

     The BHC Act further provides that the Federal Reserve may not approve 
any transaction that would result in a monopoly or would be in furtherance 
of any combination or conspiracy to monopolize or attempt to monopolize 
the business of banking in any section of the United States, or the effect 
of which may be to substantially lessen competition in any section of the 
country, or that in any other manner would be in restraint of trade, 
unless the anticompetitive effects of the proposed transaction are clearly 
outweighed by the public interest in meeting the convenience and needs of 
the community to be served. The Federal Reserve is also required to 
consider the financial and managerial resources and future prospects of 
the bank holding companies and banks concerned and the convenience and 
needs of the community to be served. Consideration of financial resources 
generally focuses on capital adequacy, and consideration of convenience 
and needs issues including the parties' performance under the Community 
Reinvestment Act of 1977 (the "CRA"), both of which are discussed below.

     The BHC Act prohibits the Federal Reserve from approving a bank 
holding company's application to acquire a bank or bank holding company 
located outside the state in which the deposits of its banking 
subsidiaries were greatest on the date the company became a bank holding 
company (New York in the case of the Registrant), unless such acquisition 
is specifically authorized by statute of the state in which the bank or 
bank holding company to be acquired is located. New York has adopted 
national reciprocal interstate banking legislation permitting New York-
based bank holding companies to acquire banks and bank holding companies 
in other states and allowing bank holding companies located in states with 
reciprocal legislation to acquire New York banks and bank holding 
companies. Under the provisions of the Riegle-Neal Interstate Banking and 
Branching and Efficiency Act of 1994 (the "Interstate Banking Act"), 1994, 
the existing restrictions on interstate acquisitions of banks by bank 
holding companies, including the reciprocal interstate banking legislation 
adopted by the state of New York, have been repealed. This allows the 
Registrant and any other bank holding company located in New York to 
acquire a bank located in any other state, and a bank holding located 
outside New York is able to acquire any New York-based bank, in either 
case subject to certain deposit percentage and other restrictions. The 
Interstate Banking Act also generally provides that, after June 1, 1997, 
national and state-chartered banks may branch interstate through 
acquisitions of banks in other states. By adopting legislation prior to 
that date, a state has the ability to either "opt in" or to prohibit 
interstate branching altogether.

     The Registrant is also subject to the provisions of Article III-A of 
the New York State Banking Law. Among other things, Article III-A requires 
the approval of the New York Banking Department prior to the acquisition 
by a bank holding company of direct or indirect ownership or control of 
10% or more of the voting stock of a banking institution, or the 
acquisition by a bank holding company directly or indirectly through a 
subsidiary of all or substantially all of the assets of a banking 
institution, or a merger or consolidation with another bank holding 
company.

     The BHC Act generally prohibits the Registrant from engaging in 
activities other than banking or managing or controlling banks or other 
permissible subsidiaries and from acquiring or retaining direct or 
indirect control of any company engaged in any activities other than those 
activities determined by the Federal Reserve to be so closely related to 
banking or managing or controlling banks as to be a proper incident 
thereto. In determining whether a particular activity is permissible, the 
Federal Reserve must consider whether the performance of such an activity 
reasonably can be expected to produce benefits to the public, such as 
greater convenience, increased competition, or gains in efficiency, that 
outweigh possible adverse effects, such as undue concentration of 
resources, decreased or unfair competition, conflicts of interest, or 
unsound banking practices. For example, factoring accounts receivable, 
acquiring or servicing loans, leasing personal property, conducting 
discount securities brokerage activities, performing certain data 
processing services, acting as agent or broker in selling credit life 
insurance and certain other types of insurance in connection with credit 
transactions, and performing certain insurance underwriting activities all 
have been determined by the Federal Reserve to be permissible activities 
of bank holding companies. The BHC Act does not place territorial 
limitations on permissible non-banking bank-related activities of bank 
holding companies. Despite prior approval, the Federal Reserve has the 
power to order a holding company or its subsidiaries to terminate any 
activity or to terminate its ownership or control of any subsidiary when 
it has reasonable cause to believe that continuation of such activity or 
such ownership or control constitutes a serious risk to the financial 
safety, soundness, or stability of any bank subsidiary of that bank 
holding company.

     The Bank, the single subsidiary bank of the Registrant, is a member 
of the FDIC, and as such, its deposits are insured by the FDIC to the 
extent provided by law. The Bank is also subject to numerous state and 
federal statutes and regulations that affect its business, activities, and 
operations, and it is supervised and examined by one or more federal bank 
regulatory agencies.

     Because the Bank is a national bank, it is subject to supervision and 
regulation by the OCC. The OCC regularly examines the operations of the 
subsidiary bank and has authority to approve or disapprove mergers, 
consolidations, the establishment of branches, and similar corporate 
actions. The OCC also has the power to prevent the continuance or 
development of unsafe or unsound banking practices or other violations of 
law.

     The Bank is subject to the provisions of the CRA. Under the terms of 
the CRA, the appropriate federal bank regulatory agency is required, in 
connection with its examination of a subsidiary institution, to assess 
such institution's record in meeting the credit needs of the community 
served by that institution, including those of low and moderate-income 
neighborhoods. The regulatory agency's assessment of the institution's 
record is made available to the public. Further, such assessment is 
required of any institution which has applied to: (i) charter a national 
bank; (ii) obtain deposit insurance coverage for a newly chartered 
institution; (iii) establish a new branch office that will accept 
deposits; (iv) relocate an office; or (v) merge or consolidate with, or 
acquire the assets or assume the liabilities of, a federally regulated 
financial institution. In the case of a bank holding company applying for 
approval to acquire a bank or other bank holding company, the Federal 
Reserve will assess the records of each subsidiary institution of the 
applicant bank holding company, and such records may be the basis for 
denying the application.

     An institution's CRA rating will continue to be taken into account by 
its regulator in considering various types of applications. In addition, 
an institution receiving a rating of "substantial noncompliance" is 
subject to civil money penalties or a cease and desist order under Section 
8 of the Federal Deposit Insurance Act (the "FDIA"). CRA remains a 
critical component of the regulatory examination process. CRA examination 
results and related concerns have been cited as a reason to reject and or 
modify branching and merger applications by various federal and state 
banking agencies.

     Payment of Dividends.  The Registrant is a legal entity separate and 
distinct from the Bank and its other subsidiaries. The principal source of 
cash flow of the Registrant, including cash flow to pay dividends to its 
stockholders, is dividends from the Bank. The subsidiary bank is required 
by the OCC to obtain prior approval for the payment of dividends to the 
Registrant if the total of all dividends declared by such subsidiary bank 
in any year would exceed the total of such bank's net profits (as defined 
and interpreted by regulation) for that year and the retained net profits 
(as defined) for the preceding two years, less any required transfers to 
surplus. There are also other statutory and regulatory limitations on the 
payment of dividends by the Bank to the Registrant as well as the 
Registrant to its stockholders. Without receiving dividends from the Bank 
the Registrant would not be in a position to pay dividends to its 
stockholders.

     If, in the opinion of a federal regulatory agency, an institution 
under its jurisdiction is engaged in or is about to engage in an unsafe or 
unsound practice (which, depending on the financial condition of the 
institution, could include the payment of dividends), such agency may 
require, after notice and a hearing, that such institution cease and 
desist from such practice. The Federal Reserve, the OCC, and the FDIC, 
have indicated that paying dividends that deplete an institution's capital 
base to an inadequate level would be an unsafe and unsound banking 
practice. Under the Federal Deposit Insurance Corporation Improvement Act 
of 1991 ("FDICIA"), an insured institution may not pay any dividend if it 
is undercapitalized, or if such payment would cause it to become 
undercapitalized. See "Prompt Corrective Action." Moreover, the Federal 
Reserve, the OCC, and the FDIC have issued policy statements which provide 
that bank holding companies and insured banks should generally only pay 
dividends out of current operating earnings.

     At December 31, 1996, under dividend restrictions imposed under 
federal and state laws, the Bank, without obtaining governmental 
approvals, could declare aggregate dividends to the Registrant of 
approximately $7.0 million, provided that the Bank would then be in 
compliance with one or more minimum capital requirements. Moreover, 
federal bank regulatory authorities also have the general authority to 
limit the dividends paid by insured banks if such payments may be deemed 
to constitute an unsafe and sound practice.

     Transactions With Affiliates.  There are various regulatory 
restrictions on the extent to which the Registrant and its non-bank 
subsidiaries can borrow or otherwise obtain credit from the subsidiary 
bank. The Bank (and its subsidiaries) is limited in engaging in borrowing 
and other "covered transactions" with non-bank or non-savings bank 
affiliates to the following amounts: (i) in the case of any such 
affiliate, the aggregate amount of covered transactions of the subsidiary 
bank and its subsidiaries may not exceed 10% of the capital stock and 
surplus of such subsidiary bank; and (ii) in the case of all affiliates, 
the aggregate amount of covered transactions of the subsidiary bank and 
its subsidiaries may not exceed 20% of the capital stock and surplus of 
such subsidiary bank. "Covered transactions" are defined by statute to 
include a loan or extension of credit, as well as a purchase of securities 
issued by an affiliate, a purchase of assets (unless otherwise exempted by 
the Federal Reserve), the acceptance of securities issued by the affiliate 
as collateral for a loan and the issuance of a guarantee, acceptance, or 
letter of credit on behalf of an affiliate. Covered transactions are also 
subject to certain collateralization requirements. Further, a bank holding 
company and its subsidiaries are prohibited from engaging in certain tie-
in arrangements in connection with any extension of credit, lease, or sale 
of property or furnishing of services.

     Capital Adequacy.  The Registrant and the Bank are required to comply 
with the capital adequacy standards established by the Federal Reserve in 
the case of the Registrant, and the OCC in the case of the subsidiary 
bank. There are two basic measures of capital adequacy for bank holding 
companies that have been promulgated by the Federal Reserve: a risk-based 
measure and a leverage measure. All applicable capital standards must be 
satisfied for a bank holding company to be considered in compliance.

     The risk-based capital standards are designed to make regulatory 
capital requirements more sensitive to differences in risk profile among 
banks and bank holding companies, to account for off-balance sheet 
exposure, and to minimize disincentives for holding liquid assets. Assets 
and off-balance sheet items are assigned to broad risk categories, each 
with appropriate weights. The resulting capital ratios represent capital 
as a percentage of total risk-weighted assets and off-balance sheet items.

     As to the holding company, the Registrant, the minimum guideline for 
the ratio of total capital ("Total Capital") to risk-weighted assets 
(including certain off-balance-sheet items, such as standby letters of 
credit) is 8.0%. At least half of the Total Capital must be composed of 
common stock, minority interests in the equity accounts of consolidated 
subsidiaries, noncumulative perpetual preferred stock, and a limited 
amount of cumulative perpetual preferred stock, less goodwill and certain 
other intangible assets ("Tier 1 Capital"). The remainder may consist of 
subordinated debt, other preferred stock, and a limited amount of loan 
loss reserves. At December 31, 1996, the Registrant's consolidated Tier 1 
Capital and Total Capital ratios were 13.7% and 14.9%, respectively.

     In addition, the Federal Reserve has established minimum leverage 
ratio guidelines for bank holding companies. These guidelines provide for 
a minimum ratio of Tier 1 Capital to average assets, less goodwill and 
certain other intangible assets (the "leverage ratio"), of 3.0% for bank 
holding companies that meet certain specified criteria, including having 
the highest regulatory rating. All other bank holding companies generally 
are required to maintain a leverage ratio of at least 3.0% plus an 
additional cushion of 100 to 200 basis points. The Registrant's leverage 
ratio at December 31, 1996 was 9.2%. The guidelines also provide that bank 
holding companies experiencing internal growth or making acquisitions will 
be expected to maintain strong capital positions substantially above the 
minimum supervisory levels without significant reliance on intangible 
assets. Furthermore, the Federal Reserve has indicated that it will 
consider a banking institutions "tangible Tier 1 Capital leverage ratio" 
(deducting all intangibles) and other indications of capital strength in 
evaluating proposals for expansion or new activities.

     Evergreen Bank is subject to risk-based and leverage capital 
requirements adopted by the OCC which substantially mirror the 
requirements of the holding company. The Bank's capital ratios are 
substantially similar to those of the Registrant and as such is also in 
compliance with all applicable ratios.

     Failure to meet capital guidelines could subject a bank to a variety 
of enforcement remedies, including the termination of deposit insurance by 
the FDIC, and to certain restrictions on its business. See "Prompt 
Corrective Action."

     The federal bank regulators continue to indicate their desire to 
raise capital requirements applicable to banking organizations beyond 
their current levels. In this regard, the Federal Reserve and the OCC 
have, pursuant to FDICIA, adopted an amendment to the risk-based capital 
standards which would calculate the change in an institution's net 
economic value attributable to increases and decreases in market interest 
rates and would require banks with excessive interest rate risk exposure 
to hold additional amounts of capital against such exposures.

     Support of Subsidiary Bank.  Under Federal Reserve policy, the 
Registrant is expected to act as a source of financial strength to, and to 
commit resources to support, the subsidiary bank. This support may be 
required at times when, absent such Federal Reserve policy, the Registrant 
may not be inclined to provide it. In addition, any capital loans by a 
bank holding company to the subsidiary bank are subordinate in right of 
payment to deposits and to certain other indebtedness of such subsidiary 
bank. In the event of a bank holding company's bankruptcy, any commitment 
by the bank holding company to a federal bank regulatory agency to 
maintain the capital of a subsidiary bank will be assumed by the 
bankruptcy trustee and entitled to a priority of payment.

     Under the FDIA, a depository institution insured by the FDIC can be 
held liable for any loss incurred by, or reasonably expected to be 
incurred by, the FDIC after August 9, 1989 in connection with: (i) the 
default of a commonly controlled FDIC-insured depository institution; or 
(ii) any assistance provided by the FDIC to any commonly controlled FDIC-
insured depository institution "in danger of default." The FDIC's claim 
for damages is superior to claims of stockholders of the insured 
depository institution or its holding company, but is subordinate to 
claims of depositors, secured creditors, and holders of subordinated debt 
(other than affiliates) of the commonly controlled insured depository 
institution. The Bank is subject to these cross-guarantee provisions. As a 
result, any loss suffered by the FDIC in respect of the Bank would likely 
result in assertion of the cross-guarantee provisions superior to the 
claims of the parent holding company.

     Prompt Corrective Action. FDICIA establishes a system of prompt 
corrective action to resolve the problems of undercapitalized 
institutions. Under this system, which became effective on December 19, 
1992, the federal banking regulators are required to establish five 
capital categories ("well capitalized," "adequately capitalized," 
"undercapitalized," "significantly undercapitalized," and "critically 
undercapitalized") and to take certain mandatory supervisory actions, and 
are authorized to take other discretionary actions, with respect to 
institutions in the three undercapitalized categories, the severity of 
which will depend upon the capital category in which the institution is 
placed. Generally, subject to a narrow exception, the FDICIA requires the 
banking regulator to appoint a receiver or conservator for an institution 
that is critically undercapitalized. The federal banking agencies have 
specified by regulation the relevant capital level for each category.

     An institution that is categorized as undercapitalized, significantly 
undercapitalized, or critically undercapitalized, is required to submit an 
acceptable capital restoration plan to its appropriate federal banking 
agency. Under FDICIA, a bank holding company must guarantee that a 
subsidiary depository institution meet its capital restoration plan, 
subject to certain limitations. The obligation of a controlling bank 
holding company under FDICIA to fund a capital restoration plan is limited 
to the lesser of 5.0% of an undercapitalized subsidiary's assets or the 
amount required to meet regulatory capital requirements.

     The severity of the actions required to be taken by the appropriate 
federal banking authorities increases as an institution's capital position 
deteriorates. Among other actions, the mandates could include, under 
certain circumstances, requiring recapitalization of or a capital 
restoration plan by a depository institution, such as requiring the sale 
of new shares, a merger with (or sale to) another institution (or holding 
company), restricting certain transactions with banking affiliates, 
otherwise restricting transactions with bank or non-bank affiliates, 
restricting interest rates that the institution pays on deposits, 
restricting asset growth or reducing total assets, altering, reducing, or 
terminating activities, holding a new election of directors, dismissing 
any director or senior executive officer who held office for more than 180 
days immediately before the institution became undercapitalized, employing 
qualified senior executive officers, or ceasing to accept deposits from 
correspondent depository institutions.

     Not later than 90 days after an institution becomes critically 
undercapitalized, the appropriate federal banking agency for the 
institution must appoint a receiver or, with the concurrence of the FDIC, 
a conservator, unless the agency, with the concurrence of the FDIC, 
determines that the purpose of the prompt corrective action provisions 
would be better served by another course of action. Thereafter, an 
institution's regulator must periodically reassess its determination to 
permit a particular critically undercapitalized institution to continue to 
operate and must appoint a conservator or receiver for the institution at 
the end of an approximately one year period following the institution's 
initial classification as critically undercapitalized unless a number of 
stringent conditions are met, including a determination by the regulator 
and the FDIC that the institution has positive net worth and a 
certification by such agencies that the institution is viable and not 
expected to fail.

     At December 31, 1996, Evergreen Bank had the requisite capital levels 
to qualify as well capitalized.

     Brokered Deposits.  The FDIC has adopted regulations governing the 
receipt of brokered deposits. Under the regulations, a depository 
institution cannot accept, rollover, or renew brokered deposits unless (i) 
it is well capitalized or (ii) it is adequately capitalized and receives a 
waiver from the FDIC. A depository institution that cannot receive 
brokered deposits also cannot offer "pass-through" insurance on certain 
employee benefit accounts. Whether or not it has obtained such a waiver, 
an adequately capitalized depository institution may not pay an interest 
rate on any deposits in excess of 75 basis points over certain prevailing 
market rates specified by regulation. There are no such restrictions on a 
depository institution that is well capitalized. Since Evergreen Bank had 
the requisite capital levels to qualify as well capitalized as of December 
31, 1996, the Registrant believes the brokered deposits regulation has had 
no material effect on the funding or liquidity of Evergreen Bank. 

     FDIC Insurance.  Under the FDIC's risk related insurance assessment 
system, insured depository institutions maybe required to pay annual 
assessments to the FDIC. An institution's risk classification is based on 
assignment of the institution by the FDIC to one of three capital groups 
and to one of three supervisory subgroups. The three supervisory subgroups 
are group "A", financially solid institutions with only a few minor 
weaknesses, Group "B", institutions with weaknesses which, if uncorrected, 
could cause substantial deterioration of the institution and increased 
risk to the insurance fund and Group "C", institutions with a substantial 
probability of loss to the fund absent effective corrective action. The 
three capital categories are well capitalized; adequately capitalized; and 
undercapitalized. These three categories are substantially the as the 
prompt corrective action categories previously described, with the 
undercapitalized category including institutions that are 
undercapitalized, significantly undercapitalized, and critically 
undercapitalized for prompt corrective action purposes. 

     As of May 31, 1995 the FDIC was able to determine that the Bank 
Insurance Fund ("BIF") obtained the desired reserve ratio (i.e., ratio of 
reserves to insured deposits) of 1.25%. As a result, FDIC insurance 
premiums were reduced in early 1996 to the point where Evergreen was 
required to pay only the minimum of $500 per quarter. On September 30 
1996, legislation was passed recapitalizing the Savings Association 
Insurance Fund. Included in that legislation were provisions requiring 
members of the BIF to assist in the repayment of FICO bonds. The cost to 
Evergreen mandated by this legislation is anticipated to be at least 
$100,000 in 1997.

     Under the FDIA, insurance of deposits may be terminated by the FDIC 
upon a finding that the institution has engaged in unsafe and unsound 
practices, is in an unsafe or unsound condition to continue operations, or 
has violated any applicable law, regulation, rule, order, or condition 
imposed by the FDIC.

     Safety and Soundness Standards.  Federal banking agencies promulgate 
safety and soundness standards relating to internal controls, information 
systems and internal audit systems, loan documentation, credit 
underwriting, interest rate exposure, asset growth, compensation, fees, 
and benefits. With respect to internal controls, information systems, and 
internal audit systems, the standards describe the functions that adequate 
internal controls and information systems must be able to perform, 
including: (i) monitoring adherence to prescribed policies; (ii) effective 
risk management; (iii) timely and accurate financial, operational, and 
regulatory reporting; (iv) safeguarding and managing assets; and (v) 
compliance with applicable laws and regulations. The standards also 
include requirements that: (i) those performing internal audits be 
qualified and independent; (ii) internal controls and information systems 
be tested and reviewed; (iii) corrective actions be adequately documented; 
and (iv) that results of an audit be made available for review of 
management actions. 

     Depositor Preference.  The Omnibus Budget Reconciliation Act of 1993 
provides that deposits and certain claims for administrative expenses and 
employee compensation against an insured depository institution would be 
afforded a priority over other general unsecured claims against such an 
institution in the "liquidation or other resolution" of such an 
institution by any receiver. 

     Legislative Proposals.  Because of concerns relating to the 
competitiveness and the safety and soundness of the industry, Congress 
continues to consider a number of wide-ranging proposals for altering the 
structure, regulation, and competitive relationships of the nation's 
financial institutions. Among such bills are proposals to prohibit 
depository institutions and bank holding companies from conducting certain 
types of activities, to subject depository institutions to increased 
disclosure and reporting requirements, to alter the statutory separation 
of commercial and investment banking, and to further expand the powers of 
depository institutions, bank holding companies, and competitors of 
depository institutions. It cannot be predicted whether or in what form 
any of these proposals will be adopted or the extent to which the business 
of the Registrant may be affected thereby.

                           NON-BANKING ACTIVITIES

     The Bank does not currently generate any significant revenues from 
non-banking activities, but it may subsequently engage in other 
permissible activities for registered bank holding companies when suitable 
opportunities develop. Any proposal for such further activities subject to 
approval by appropriate regulatory authorities. See "Supervision and 
Regulation".

                                 EMPLOYEES

     As of year-end 1996, Evergreen and its affiliates had a total of 398 
employees on a full time equivalent basis. Evergreen considers its 
employee relations to be good.

                             FOREIGN OPERATIONS

     Neither Evergreen nor Evergreen Bank engages in material operations 
in foreign countries or have any outstanding loans to foreign investors. 
The subsidiary bank maintains immaterial Canadian and other foreign bank 
accounts and currency levels for use in the ordinary course of business.

                    STATISTICAL INFORMATION AND ANALYSIS

     The material under the heading "Financial Review" in the 1996 Annual 
Report is incorporated herein by reference as a presentation and 
discussion of statistical data relating to Evergreen. The information with 
respect to such tables should not be construed to imply any conclusions on 
the part of the management of Evergreen that the results, causes, or 
trends indicated therein will continue in the future. The nature and 
effects of governmental monetary policy, supervision and regulation, 
future legislation, inflation and other economic conditions and many other 
factors which affect interest rates, investments, loans, deposits and 
other aspects of Evergreen's operations are extremely complex and thus 
historical operations, earnings, assets, and liabilities are not 
necessarily indicative of future performance. See "Government Monetary 
Policy".

          STATISTICAL DISCLOSURE REQUIRED BY BANK HOLDING COMPANIES

I.   Distribution of Assets, Liabilities and Stockholders' Equity; 
     Interest rates and Interest Differential

     The information set forth on pages 15 through 17 of Registrant's 1996 
     Annual Report is incorporated herein by reference.

II.  Investment Portfolio

     The information set forth on page 20 of Registrant's 1996 Annual 
     Report is incorporated herein by reference.

III. Loan Portfolio

     The information set forth on pages 21 Registrant's 1996 Annual Report 
     is incorporated herein by reference.

     Non-Performing Loans

     The information set forth on page 21 through 22 of Registrant's 1996 
     Annual Report is incorporated herein by reference.

IV.  Summary of Loan Loss Experiences

     The information set forth on page 18 of Registrant's 1996 Annual 
     Report is incorporated herein by reference. 

V.   Deposits

     The information set forth on page 24 of Registrant's 1996 Annual 
     Report is incorporated herein by reference.

VI.  Return on Equity and Assets

     The information set forth on page 13 of Registrant's 1996 Annual 
     Report is incorporated herein by reference.

ITEM 2.  Properties

                                 Registrant

     Registrant has six physical properties, which do not represent 
significant holdings. The office facilities of the Registrant are located 
at 237 Glen Street, Glens Falls, New York in a building owned by Evergreen 
Bank, N.A.

                            Evergreen Bank, N.A.

     Evergreen Bank, N.A.'s main offices are also at 237 Glen Street, 
Glens Falls, New York. Evergreen Bank owns in fee the buildings where 20 
of the Bank's offices are located. In addition, two offices are leased at 
the rate of $2,045 per month through October 31, 1997, and two properties 
are owned by the Registrant and leased to the Bank. 

Item 3.  Legal Proceedings

     Evergreen is not presently involved in any material legal 
proceedings. The Bank is involved in a number of ordinary and routine 
legal proceedings which typically present, as one or more defenses by the 
borrower in a collection action, assertions of lender liability on the 
part of the Bank. In the aggregate, the Bank's legal proceedings involve 
claims which are not believed to be material to the financial condition of 
the Bank.

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

     There were no matters submitted to security holders during the fourth 
quarter of 1996.

Identification of Executive Officers
(pursuant to General Instruction G of Form 10-K)

     Executive Officers of the Registrant

          The following table sets forth certain information with respect 
to the executive officers of Registrant:



<TABLE>
<CAPTION>
                                Officers with                            Executive
Name                    Age     Registrant or Bank Subsidiary            Officer Since
<S>                     <C>     <C>                                      <C>
George W. Dougan        57      President and Chief                      1994
                                Executive Officer of Evergreen

Paul A. Cardinal        40      Executive Vice President                 1995
                                and General Counsel of Evergreen 

Thomas C. Crowley       50      Executive Vice President                 1994
                                Chief Credit Officer of Evergreen

Anthony J. Koenig       58      Executive Vice President                 1986
                                and Chief Administrative 
                                Officer of Evergreen

George L. Fredette      37      Senior Vice President                    1995
                                Chief Financial Officer
                                of Evergreen

Michael P. Brassel      55      Regional President                       1981
                                Plattsburgh Region 

Jeffrey B. Rivenburg    49      Regional President                       1994
                                Capital Region

John M. Fullerton       47      Executive Vice President                 1988
                                of Trust and Investment of
                                Evergreen Bank
</TABLE>



     None of the individuals named in the above table as an officer of 
Registrant was selected to his/her position pursuant to any arrangement or 
understanding with any other person, nor are there any family 
relationships between them. Each of the above officers, except as noted 
below, has held the same or another executive position with Registrant, 
Evergreen Bank for the past five years.

     George W. Dougan was elected President and Chief Executive Officer of 
Evergreen and the Bank on March 10, 1994. Prior thereto he was Chairman of 
the Board for the Bank of Boston (Florida Division) from June 1992 and 
Senior Vice President and Director of Retail Banking, for the Bank of 
Boston, from June 1988 to June 1992.

     Paul A. Cardinal was elected Executive Vice President of Evergreen 
and the Bank in May 1995. For more than five years prior thereto he was 
General Counsel of Trans World Entertainment Corporation.

     Thomas C. Crowley was elected Executive Vice President and Chief 
Credit Officer of Evergreen and the Bank in May 1994. Prior thereto, he 
served as Senior Vice President for Trustco Bank New York from 1993 to 
1994. Prior to 1993 he served as Executive Vice President and Chief Credit 
Officer for Fleet Bank of New York.

     Anthony J. Koenig was elected Executive Vice President and Chief 
Administrative Officer of Evergreen and the Bank in August 1993. He also 
served as Regional President of the Capital Region from January 1986 to 
January 1994. 

     George L. Fredette was elected Senior Vice President Finance of 
Evergreen and the Bank, in November 1995. Prior thereto he was Vice 
President Finance for the Bank. Prior to joining Evergreen in 1993 he was 
Vice President and Chief Financial Officer of Schenectady Federal Savings 
and Loan Association.

     Michael P. Brassel was elected Regional President of the Bank's 
Plattsburgh Region in January 1990. Prior thereto he served as Executive 
Vice President and Cashier for Evergreen and the Bank since December, 
1987. 

     Jeffrey B. Rivenburg was elected as Regional President of the Bank's 
Capital Region October 1995. Prior thereto he was Executive Vice President 
Corporate Banking Services of Evergreen Bank since August 1993 and was 
Manager of Special Assets for Evergreen Bank from April 1993. Prior to 
joining Evergreen he was Corporate Banking Department Manager for First 
American Bank of New York. 

     John M. Fullerton was elected Executive Vice President of Trust and 
Investments at Evergreen Bank in October 1993. Prior thereto he was 
Executive Vice President of Retail Banking Services at Evergreen Bank from 
June 1992 and Senior Vice President of Trust and Investment at Evergreen 
Bank prior thereto.

     Mr. Dougan is a director of Trans World Entertainment Corporation, a 
publicly traded specialty retailer traded on the NASDAQ National Market 
System. None of the other individuals named above holds a directorship 
with a company (except for the Registrant) registered pursuant to Section 
12 of the Securities Exchange Act, or subject to the requirements of 
Section 15(d) of that Act, or with a company which is registered as an 
Investment Company under the Investment Company Act of 1940.

                                  PART II

ITEM 5.  Market for the Registrant's Common Equity and Related Stockholder 
         Matters

         The information set forth on page 2 under caption "Common Stock 
         Data" of the Registrant's 1996 Annual Report to stockholders is 
         incorporated herein by reference.

ITEM 6.  Selected Financial Data

         The information set forth on page 13 under the caption "Summary 
         of Selected Financial Data" of the Registrant's 1996 Annual 
         Report is incorporated herein by reference.

ITEM 7.  Management's Discussion and Analysis of Financial Conditions and 
         Results of Operation

         The information set forth on pages 14 through 25 of Registrant's 
         1996 Annual Report is incorporated herein by reference.

ITEM 8.  Financial Statements and Supplementary Data

         The information set forth on pages 26 through 46 of Registrant's 
         1996 Annual Report is incorporated herein by reference.

ITEM 9.  Changes in and Disagreements with Accountants on Accounting and 
         Financial Disclosure

         None.

                                  PART III

ITEM 10. Directors and Executive Officers of the Registrant

         The information included under "Proposal One -- Election of 
         Directors" in the Registrant's Proxy Statement for its 1997 
         Annual Meeting of Stockholders, and under "Executive Officers of 
         the Registrant" in Part I of this report, is hereby incorporated 
         by reference.

ITEM 11. Executive Compensation

         The information included under "Proposal One -- Election of 
         Directors" in the Registrant's Proxy Statement for its 1997 
         Annual Meeting of Stockholders, is hereby incorporated by 
         reference.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management

         The information included under "Proposal One -- Election of 
         Directors" in the Registrant's Proxy Statement for its 1997 
         Annual Meeting of Stockholders, is hereby incorporated by 
         reference.

ITEM 13. Certain Relationships and Related Transactions

         The information included under "Proposal One -- Election of 
         Directors -- Certain Transactions" in the Registrant's Proxy 
         Statement for its 1997 Annual Meeting of Stockholders, is hereby 
         incorporated by reference.

                               PART IV

ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

         The following consolidated financial statements of Registrant and 
         its subsidiaries, and the accountants' report thereon, included 
         on pages 26 through 46, inclusive, of Registrant's Annual Report 
         to Stockholders for the fiscal year ended December 31, 1996, are 
         incorporated herein by reference:

         Financial Statements:
           Consolidated Statements of Income -- Years ended December 31, 
           1996, 1995 and 1994
           Consolidated Statements of Condition -- December 31, 1996 and 
             1995
           Consolidated Statements of Changes in Stockholders' Equity -- 
             Years ended December 31, 1996, 1995 and 1994
           Consolidated Statements of Cash Flows -- Years ended December 
             31, 1996, 1995 and 1994
           Notes to Consolidated Financial Statements

         Financial Statement Schedules

         (All financial statement schedules for Registrant and its 
         subsidiaries have been omitted as the required information is 
         included in the consolidated financial statements or the related 
         notes thereto, is not required or is inapplicable.)

         The following exhibits are incorporated herein by reference:

         Exhibit 3(a)    -    Certificate of Incorporation (incorporated 
                              by reference to Registrant's Registration 
                              Statement on Form S-14, Registration 
                              No. 2-71111). 

         Exhibit 3(b)    -    Bylaws (incorporated by reference to 
                              Registrant's Annual Report on Form 10-K for 
                              the fiscal year ended December 31, 1995).

         Exhibit 10(a)*  -    1985 Incentive Stock Option Plan of the 
                              Registrant (incorporated by reference to 
                              Registrant's Annual Report on Form 10-K for 
                              the fiscal year ended December 31, 1993). 

         Exhibit 10(b)*  -    1989 Stock Incentive Plan of the Registrant 
                              (incorporated by reference to Registrant's 
                              Annual Report on Form 10-K for the fiscal 
                              year ended December 31, 1993).

         Exhibit 10(c)*  -    Deferred Compensation Plan (incorporated 
                              by reference to Registrant's Annual Report 
                              on Form 10-K for the fiscal year ended 
                              December 31, 1993).

         Exhibit 10(d)*  -    Evergreen Bancorp, Inc. Plan for the Payment 
                              and Deferral of Directors Fees (incorporated 
                              by reference to Registrant's Annual Report 
                              on Form 10-K for the fiscal year ended 
                              December 31, 1993).

         Exhibit 10(e)*  -    1995 Incentive Stock Option Plan of the 
                              Registrant(incorporated by reference to 
                              Registrant's Annual Report on Form 10-K for 
                              the fiscal year ended December 31, 1995).

         Exhibit 10(f)*  -    1995 Directors Stock Option Plan of the 
                              Registrant(incorporated by reference to 
                              Registrant's Annual Report on Form 10-K for 
                              the fiscal year ended December 31, 1995).

         Exhibit 10(g)*  -    Form of Change in Control Agreement 
                              (incorporated by reference to Registrant's 
                              Annual Report on Form 10-K for the fiscal 
                              year ended December 31, 1995).

         Exhibit 10(h)*  -    Severance Agreement, dated April 18, 1995, 
                              with Paul A. Cardinal (incorporated by 
                              reference to Registrant's Annual Report on 
                              Form 10-K for the fiscal year ended December 
                              31, 1995).

         The following exhibits are submitted herewith:

         Exhibit 10(I)*  -    Employment Agreement dated as of December 
                              19, 1996, between Registrant and George W. 
                              Dougan

         Exhibit 10(j)*  -    Supplemental Executive Retirement Plan

         Exhibit 11      -    Computation of Net Income Per Common Share

         Exhibit 13      -    Registrant's Annual Report to Stockholders 
                              for the year ended December 31, 1996

         Exhibit 21      -    Subsidiaries of Registrant

         Exhibit 23      -    Consent of KPMG Peat Marwick to the use of 
                              its Report on the Consolidated Financial 
                              Statements of Registrant included in 
                              connection with previously filed 
                              registration statements of the Registrant.

         Exhibit 27      -    Financial Data Schedule

         * Represents a management contract or compensatory plan or 
             arrangement required to be filed as an exhibit to this report 
             pursuant to Item 14(c) of this report.

The Registrant hereby agrees to furnish the Securities and Exchange 
Commission upon request, copies of instruments outstanding, including 
indentures, which define the rights of long-term debt security holders.

No reports on Form 8-K were filed for the three months ended December 31, 
1996.

Signatures

     Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange act of 1934, the Registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized.

                          EVERGREEN BANCORP, INC. 
                                (Registrant)

By: /s/ George W. Dougan 
GEORGE W. DOUGAN
President and Chief Executive Officer
(Principal Executive Officer)
March 21, 1997

     Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed below by the following persons on behalf of 
the Registrant and in the capacities and on the date indicated.



<TABLE>
<CAPTION>
Signatures                   Titles                                 Dates
<S>                          <C>                                    <C>
/s/ George W. Dougan         Chairman of the Board                  3/21/97
George W. Dougan             of Directors

/s/ George L. Fredette       Senior Vice President                  3/21/97
George L. Fredette           (Chief Financial and
                             Accounting Officer)

/s/ John W. Bishop           Director                               3/21/97
John W. Bishop

/s/ Carl R. DeSantis         Director                               3/21/97
Carl R. DeSantis

/s/ Robert F. Flacke         Director                               3/21/97
Robert F. Flacke

/s/Michael D. Ginsburg       Director                               3/21/97
Michael D. Ginsburg

/s/Joan M. Mannix            Director                               3/21/97
Joan M. Mannix 

/s/Anthony J. Mashuta        Director                               3/21/97
Anthony J. Mashuta 

/s/Philip H. Morse           Director                               3/21/97
Phillip H. Morse

/s/William E. Phillion       Director                               3/21/97
William E Philion

/s/Alan R. Rhodes            Director                               3/21/97
Alan R. Rhodes

/s/Floyd H. Rourke           Director                               3/21/97
Floyd H. Rourke

/s/Paul W. Tomlinson         Director                               3/21/97
Paul W. Tomlinson

/s/ Walter Urda              Director                               3/21/97
Walter Urda
</TABLE>