UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D. C.  20549
  
                                 FORM 10-Q
   
   (Mark One)   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
   
                                    OR
                [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                                                    
             For the quarterly period ended September 30, 1996
   
      
                    Commission file number   0 - 12784
   
                           WESTBANK CORPORATION
          (Exact name of registrant as specified in its charter)
   
      
   Massachusetts                                            04 - 2830731
(State or other jurisdiction of inc. or org.)      (I.R.S. Employer I.D. No.)

   
      
225 Park Avenue, West Springfield, Massachusetts                    01090-0149
   (Address of principal executive offices)                         (Zip Code)
      
                              (413) 747-1400
           (Registrant's telephone number, including area code)
   
      
          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    
   
      
          Common stock, par value $2 per share: 3,334,319 shares
     outstanding as of October 31, 1996.
   
                                                




<PAGE>                                     
                   WESTBANK CORPORATION AND SUBSIDIARIES

                                   INDEX

                      PART I - FINANCIAL INFORMATION
    
                                                                     Page  

Financial Statements                                                   

     Condensed Consolidated Balance Sheets                                3

     Condensed Consolidated Statements of Income                          4

     Condensed Consolidated Statements of Stockholders' Equity            5

     Condensed Consolidated Statements of Cash Flows                      6

     Notes to Condensed Consolidated Financial Statements               7-8

     Management's Discussion and Analysis of Financial Condition and       
       Results of Operations                                           9-16


                        PART II - OTHER INFORMATION


     ITEM 1.  Legal Proceedings                                          17

     ITEM 2.  Changes in Rights of Securities Holders                    17

     ITEM 3.  Defaults by Company on its Senior Securities               17

     ITEM 4.  Results of Votes on Matters Submitted to a Vote
            of Security Holders                                          17

     ITEM 5.  Other Information                                          17

     ITEM 6.  Exhibits and Reports on Form 8-K                           17

     Signatures                                                          18

<PAGE>



WESTBANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
                                        (Unaudited)  
(Dollar amounts in thousands)              September 30, 1996  December 31, 1995
                                
ASSETS
Cash and due from banks:
    Non-interest bearing                            $  12,141          $  11,195
    Interest bearing                                    1,195                509
Federal Funds sold                                     10,995                900
                                       
Total cash and cash equivalents                        24,331             12,604
                                             
Investment securities available for sale               14,718             16,907
Investment securities held to maturity (approximate       
  market value of $20,899 in 1996 and $18,402 in 1995) 20,986             18,209
                              
Total investment securities                            35,704             35,116
                                          
Loans                                   $ 210,007             $ 192,145 
Mortgage loans held-for-sale                5,546                 8,826 
Allowance for loan losses                  (2,735)               (3,707)
                                                 
      Net-loans                                       212,818            197,264
Bank premises and equipment                             4,343              3,643
Other real estate owned - net of         
  allowance for losses of $360 in                         
  1996 and $65 in 1995                                    793              1,300
Accrued interest receivable                             1,760              1,658
Deferred income taxes                                     848                364
Other assets                                            1,043              1,828
                                               
TOTAL ASSETS                                        $ 281,640          $ 253,777
                                          
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
    Non-interest bearing                            $  46,801          $  43,981
    Interest bearing                                  206,776            183,981
                                     
         Total deposits                               253,577            227,962
Borrowed funds                                          7,994              7,177
Accrued interest payable                                  311                309
Other liabilities                                         677                626
                                             
         Total liabilities                            262,559            236,074
                                                 
Stockholders' Equity:
 Common stock  - $2 par value
      Authorized    - 9,000,000 shares                                 
      Issued   - 3,320,154 shares in 1996 and
            3,221,603 shares in 1995                    6,640              6,443
    Additional paid in capital                          7,497              7,141
    Retained earnings                                   5,109              4,053
    Net unrealized gain (loss) on securities available
      for sale                                           (165)                66
                                                
       Total Stockholders' Equity                      19,081             17,703
                             
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY          $ 281,640          $ 253,777
                     
  See accompanying notes to condensed consolidated financial statements.


<PAGE>

WESTBANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
		 
<TABLE>
<CAPTION>
         (Unaudited)
(Dollar amounts in thousands)
                                           QUARTER ENDED           NINE MONTHS ENDED
                                          09-30-96  09-30-95       09-30-96  09-30-95
<S>                    				      <C>	   <C>			  <C>		<C>
Income:
  Interest and fees on loans              $4,529    $ 4,606        $13,222   $13,305
  Interest and dividend income 
     on securities                           630        663          1,792     1,737
  Interest on temporary investments           31         69            181       181
                                        
Total interest and dividend income         5,190      5,338         15,195    15,223
Interest expense                           2,242      2,278          6,460     6,415
                                       
Net interest income                        2,948      3,060          8,735     8,808
Provision for loan losses                    176      1,190            668     1,990
                                       
Net interest income after provision
  for loan losses                          2,772      1,870          8,067     6,818
                                     
Security gains                                           98            112        98
Other non-interest income                    489        501          1,532     1,536
                         
Total non-interest income                    489        599          1,644     1,634
                            
Non-interest expenses:
  Salaries and benefits                    1,049        844          3,129     2,745
  Other real estate-provision for losses     124         14            305       124
                   -operating expenses        45          2             84       212
  Other non-interest expense                 829        754          2,688     2,542
  Occupancy - net                            220        166            664       519
                              
Total non-interest expense                 2,267      1,780          6,870     6,142
                              
Income before income taxes                   994        689          2,841     2,310
Income taxes                                 421        354          1,200       573
                                  

Net Income                               $   573    $   335        $ 1,641   $ 1,737
                                 
Net income per share                     $  0.17    $  0.10        $  0.49   $  0.53

Weighted average shares of common 
  stock and common share 
  equivalents                          3,417,503  3,289,039      3,379,961 3,254,913

</TABLE>

  See accompanying notes to condensed consolidated financial statements.

<PAGE>

WESTBANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 1995 AND NINE MONTHS ENDED SEPTEMBER 30, 1996

(1996 Unaudited)
<TABLE>
<CAPTION>                                                                        
(Dollar amounts in thousands)




                                                                              UNREALIZED
                                                                              GAIN (LOSS)
                                    COMMON STOCK     ADDITIONAL            ON SECURITIES
                               NUMBER OF        PAR     PAID IN  RETAINED      AVAILABLE
                                  SHARES      VALUE     CAPITAL  EARNINGS       FOR SALE   TOTAL 
<S>                            <C>          <C>         <C>		 <C>			 <C>	  <C>
DECEMBER 31, 1994              3,138,167    $ 6,276     $ 6,877  $ 2,334         $ (143)  $ 15,344 
               
Net income                                                         2,353                     2,353 
Cash dividends declared
 ($.20 per share)                                                   (634)                     (634)
Shares issued:
 Stock option plan                16,342         33           4                                 37 
 Dividend reinvestment
   and stock purchase plan        67,094        134         260                                394 
Change in unrealized gain
 (loss) on securities
   available for sale                                                               209        209 
                               
BALANCE-DECEMBER 31, 1995      3,221,603     6,443        7,141    4,053             66              17,703 

Cash Dividend Declared 
  ($0.18 per share)                                                 (585)                     (585)
                                                                                                
Shares issued:

 Dividend reinvestment plan       34,861        71          168                                239 

 Dividend reinvestment
   and stock purchase plan        63,690       126          188                                314 

Change in unrealized gain (loss) 
 on securities available 
   for sale                                                                        (231)      (231)

Net income                                                         1,641                     1,641 
                              
BALANCE-SEPTEMBER 30, 1996     3,320,154   $ 6,640      $ 7,497  $ 5,109         $ (165)  $ 19,081 
                                          
</TABLE>


      See accompanying notes to condensed consolidated financial statements.

<PAGE>


WESTBANK CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
(Unaudited)
(Dollar amounts in thousands)
                                                                 1996     1995 

Operating activities:
 Net income                                                    $1,641   $1,737 
  Adjustments to reconcile net income to net cash provided by
   operating activities:
    Provision for loan losses                                     668    1,990 
    Depreciation and amortization                                 464      357 
    Provision for other real estate owned                         305      124 
    (Increase) in accrued interest receivable                    (102)    (161)
    Realized gain on sale of securities                          (112)     (98)
    Realized gain loss on sale of other real estate owned          (3)     (13)
    Realized gain loss on sale of loans                           (66)         
    Realized (gain) loss on sale of equipment                     (17)      14
    Increase in deferred taxes                                   (484)    (258)
    Increase in interest payable on deposits                        2       67 
    (Increase) decrease in other assets                           785     (107)
    Increase in other liabilities                                  51      691 
                              
    Net cash provided by operating activities                   3,132    4,343 
                                        
Investing activities:           
  Investments and mortgage-backed securities:
   Held to maturity:                                           
    Purchases                                                  (7,579)  (4,500)
    Proceeds from maturities and principal payments             4,802    5,847 
  Available for sale:               
    Purchases                                                  (2,456) (11,638)
    Proceeds from sales                                         2,857    2,707 
    Proceeds from maturities                                    5,238      580 
  Purchases of premises and equipment                            (947)    (531)
  Net (increase) decrease in loans                            (21,094)  (8,413)
  Proceeds from sale of equipment                                  17          
  Proceeds from sale of other real estate owned                 1,357      708 
                           
    Net cash used in investing activities                     (17,805) (15,240)
                                   
Financing activities:
  Net increase (decrease) in borrowings                           817   (1,813)
  Net increase in deposits                                     25,615   18,710 
  Proceeds from exercise of stock options and 
    stock purchase plan                                           553      299 
  Dividends paid                                                 (585)    (474)
                                
    Net cash provided by financing activities                  26,400   16,722 
                                   
Increase in cash and cash equivalents                          11,727    5,825 
Cash and cash equivalents at beginning of period               12,604   11,700 
                       
Cash and cash equivalents at end of period                    $24,331  $17,525 
                                      
Cash paid during the year:
  Interest on deposits and other borrowings                     6,458    6,348 
  Income taxes                                                    997          
  Transfers of loans to other real estate owned                 1,782      845 

Sales of other real estate owned financed by the bank             667      341 

                  See notes to consolidated financial statements.
<PAGE>

WESTBANK CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


NOTE A - GENERAL INFORMATION

Westbank Corporation (hereinafter sometimes referred to as
"Westbank" or the "Corporation") is a registered Bank Holding
Company organized to facilitate the expansion and diversification of
the business of Park West Bank and Trust Company (hereinafter
sometimes referred to as "Park West" or the "Bank") into additional
financial services related to banking.  Substantially all operating
income and net income of the Corporation are presently accounted for
by Park West.


NOTE B - CURRENT OPERATING ENVIRONMENT

Since December 1994, Park West has been operating under a Memorandum
of Understanding (the "Memorandum") with the Federal Deposit
Insurance Corporation (the "FDIC") and the Commissioner of Banks for
the Commonwealth of Massachusetts (the "Commissioner").  On December
11, 1995 the Memorandum was revised.  The Memorandum is an informal
agreement with the FDIC and the Commissioner requiring Park West,
among other things, to maintain a leverage capital ratio of at least
6%, to develop a written plan of action to lessen its risk exposure
to certain borrowers and to refrain from extending or renewing
credit to any borrower who has a loan or extension of credit with
Park West that has been charged off or classified, without first
obtaining majority approval of Park West's Board of Directors.  Park
West must maintain the allowance for losses at a level commensurate
to the risk in the loan portfolio and correct other deficiencies.
The Memorandum requires Park West to obtain approval from the FDIC
and the Commissioner prior to paying or declaring a dividend.
Finally, Park West is required to make quarterly reports to the FDIC
and the Commissioner detailing the form and manner of action taken
to secure compliance with the Memorandum.  Park West is currently in
compliance with all the requirements of the Memorandum.

The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") imposes significant regulatory restrictions and
requirements on banking institutions insured by the FDIC and their
holding companies.  FDICIA established capital categories into which
financial institutions are placed based on capital level.  Each
capital category establishes different degrees of regulatory
restrictions which can apply to a financial institution.  As of
September 30, 1996, Park West's capital was at a level that placed
the Bank in the "well capitalized" category as defined by FDICIA.

FDICIA imposes a variety of other restrictions and requirements on
insured banks.  These include significant regulatory reporting
requirements such as insuring that a system of risk-based deposit
insurance premiums and civil money penalties for inaccurate deposit
assessment reports exists.  In addition, FDICIA imposes a system of
regulatory standards for bank and bank holding company operations,
detailed truth in savings disclosure requirements, and restrictions
on activities authorized by state law but not authorized for
national banks.

The weak economy and real estate market continues to impair the
financial results of the Corporation.  Despite these weaknesses the
Corporation has managed significant improvements in earnings and
asset quality.  As a result of the continued aggressive management
of problem loans, the Board of Directors and management believe the
Corporation is positioned to comply with the Memorandum as well as
the requirements of FDICIA.


NOTE C - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial
statements for the third quarter ended September 30, 1996 and 1995
have been prepared in accordance with generally accepted accounting
principles for interim information and with instructions for Form
10-Q.  Accordingly, they do not include all of the information and
notes 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 nine month period ended September 30, 1996, are not
necessarily indicative of the results that may be expected for the
year ending December 31, 1996.

For further information, please refer to the Consolidated Financial
Statements and footnotes thereto included in the Westbank
Corporation's Annual Report on Form 10-K for the year ended December
31, 1995.

<PAGE>

WESTBANK CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


NOTE D - CHANGES IN ACCOUNTING PRINCIPLES

On January 1, 1996 the Bank adopted Statement of Financial
Accounting Standards No.  122, "Accounting for Mortgage Servicing
Rights".  This statement requires allocation of the total cost of
mortgage loans to the mortgage servicing rights and the loans
(without the mortgage servicing rights) based on their relative fair
values.  The adoption of this statement did not have a material
effect on the Bank's financial condition or results of its
operations.


NOTE E - NET INCOME PER SHARE

Net earnings per share were computed by dividing net income by the
weighted average number of shares of common stock outstanding and
common stock equivalent shares arising from unexercised stock
options.  The weighted average of common stock and common stock
equivalents for the periods ended September 30, 1996 and 1995,
amounted to 3,379,961 and 3,254,913 shares, respectively.


NOTE F - COMMITMENTS AND CONTINGENT LIABILITIES

In the normal course of business, there are outstanding commitments
and contingent liabilities, such as, standby letters of credit and
commitments to extend credit.  As of September 30, 1996 standby
letters of credit amounted to $937,000 and loan commitments were
$23,872,000 and unused balances available on home equity lines of
credit were $7,913,000.

Trust Assets - Assets with a book value of $106,247,000 at September
30, 1996 held for customers in a fiduciary or agency capacity, is
not included in the accompanying balance sheet since such items are
not assets of the Bank.


NOTE G - STOCKHOLDERS' EQUITY

The FDIC imposes leverage capital ratio requirements for state
non-member Banks.  The Bank's leverage capital ratio as of September
30, 1996 and December 31, 1995 was 6.92% and 6.87% respectively,
which is above the leverage capital ratio required under the
Memorandum.

In addition, the FDIC has established risk-based capital
requirements for insured institutions.  Under those requirements,
Tier 1 risk based capital must be at least 4% while total risk-based
capital must be at a minimum of 8%.  The Bank's Tier 1 risk-based
capital was 9.86% on September 30, 1996 and total risk-based capital
was 11.12%.

<PAGE>


WESTBANK CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS



Changes in Financial Condition -
Total consolidated assets amounted to $281,640,000 on September 30,
1996, compared to $253,777,000 on December 31, 1995.  As of
September 30, 1996 and September 30, 1995, earning assets amounted
to, respectively, $263,447,000 or 94% of total assets, and
$246,296,000, or 94% of total assets.  Earning assets increased
during the first nine months of 1996 as a result of increases in
securities, loans and temporary funds.  Deposits originated from
three newly opened supermarket branches provided the funds to
support the increase in earning assets.

During the first three months of 1996, the Corporation securitized
approximately $3.6 million of residential mortgages into
mortgage-backed securities, are catagorized as investment securities
available for sale.  During the first quarter, the Corporation also
sold approximately $3 million of mortgage-backed securities
resulting in a gain of $112,000.

Changes in Results of Operations -
For the quarter ended September 30, 1996 net income totaled $573,000
compared to $335,000 for the three month period ended September 30,
1995.  For the nine months ended September 30, 1996, net income was
$1,641,000 compared to $1,737,000 for the same period during 1995.

For the nine months ended September 30, 1996, the Corporation
recorded tax expense totaling $1,200,000 versus $573,000 during
1995.  The lower tax expense during 1995 was a result of a decrease
in the valuation reserve pertaining to deferred tax assets.

A slight decrease in net interest income for the period ended
September 30, 1996 reflects an increase in volume and decreases in
interest rates on earning assets and interest-bearing deposits.
Further analysis is provided in sections on net interest revenue and
supporting schedules.

Allowance for Loan Losses and Non-Performing Assets -
A significant decrease has been reflected in the provision for loan
losses in the current quarter with $176,000 being provided compared
to $1,190,000 in the quarter ending September 30, 1995.  For the
nine month period ended September 30, 1996 the provision for loan
losses declined by $1,322,000 compared to the same period one year
ago.

After giving effect to the actions described above, the allowance
for loan losses at September 30, 1996 totalled $2,735,000 or 1.27%
of total loans, as compared to $3,707,000 or 1.84% at December 31,
1995.

Non-performing past due loans at September 30, 1996 aggregated
$2,710,000 or 1.26% of total loans compared to $6,896,000 or 3.43%
at December 31, 1995.  The percentage of non-performing and past due
loans compared to total assets on those same dates, respectively,
amounted to 0.96% and 2.71%.  The change in non-performing loans was
primarily the result of the sale of a pool of non-performing loans
which resulted in net proceeds to the Corporation of approximately
$2,000,000 and continued improvement in the overall loan portfolio.

Other real estate owned decreased by $507,000 compared to December
31, 1995.  The percentage of other real estate owned to total assets
as of September 30, 1996 and December 31, 1995 amounted to 0.28% and
0.51%, respectively.

Management has made every effort to recognize all circumstances
known at this time which could affect the collectibility of loans
and has reflected these in establishing the provision for loan
losses, the writing down of other real estate owned and impaired
loans to fair value and other loans (watch list) monitored by
management, the charge-off of loans and the balance in the allowance
for loan losses.  Management deems that the provision for the
quarter, and the balance in the allowance for loan losses, are
adequate based on results provided by the grading system and
circumstances known at this time.


<PAGE>


WESTBANK CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - (Continued)

NET INTEREST INCOME

The Corporation's earning assets include a diverse portfolio of
earning instruments ranging from the Corporation's core business of
loan extensions to interest-bearing securities issued by federal,
state and municipal authorities.  These earning assets are financed
through a combination of interest-bearing and interest-free sources.

Net interest income, the most significant component of earnings, is
the amount by which the interest generated by assets exceeds the
interest expense on liabilities.

The Corporation analyzes its performance by utilizing the concepts
of interest rate spread and net yield on earning assets.  The
interest rate spread represents the difference between the yield on
earning assets and interest paid on interest-bearing liabilities.
The net yield on earning assets is the difference between the rate
of interest on earning assets and the effective rate paid on all
funds - interest-bearing liabilities, as well as, interest-free
sources (primarily demand deposits and shareholders' equity).

(Dollar amounts in thousands)     
                                       QUARTER ENDED         NINE MONTHS ENDED
                                    09-30-96   09-30-95      09-30-96  09-30-95
 
    Interest and divided income       $5,190     $5,338       $15,195   $15,223
    Interest expense                   2,242      2,278         6,460     6,415
                          
    Net interest income               $2,948     $3,060        $8,735    $8,808
                         

INTEREST RATE SPREAD AND NET YIELD ON EARNING ASSETS

<TABLE>
<CAPTION>

(Dollar amounts in thousands)

                                       QUARTER ENDED                          NINE MONTHS ENDED    
                                       SEPTEMBER 30,                             SEPTEMBER 30,        
                                  1996               1995                 1996                 1995    
                                     
                            Average            Average              Average              Average       
                            Balance   Rate     Balance   Rate       Balance   Rate       Balance   Rate
                                       		  
<S>                      	<C>		  <C>	  <C>		 <C>	   <C>		  <C>		<C>		   <C>
Earning Assets             $253,598   8.19%   $242,367   8.81%     $246,645   8.21%     $236,079   8.60%
                        
Interest-bearing
  liabilities               207,888   4.31%    198,432   4.59%      200,749   4.29%      195,486   4.38% 
            
Interest rate spread                  3.88%              4.22%                3.92%                4.22%
                     
Interest-free                                         
  resources used to
  fund earning assets        45,710             43,935               45,896               40,593       
                               
Total Sources of Funds     $253,598   3.54%   $242,367   3.76%     $246,645   3.49%     $236,079   3.62%
                         
Net Yield on Earning Assets           4.65%              5.05%                4.72%                4.98%
                                                     
</TABLE>

<PAGE>

WESTBANK CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - (Continued)

<TABLE>
<CAPTION>

CHANGES IN NET INTEREST INCOME

(Dollar amounts in thousands)
                               QUARTER ENDED 09-30-96               NINE MONTHS ENDED 09-30-96
                                      O V E R                                  O V E R              
                               QUARTER ENDED 09-30-95               NINE MONTHS ENDED 09-30-95
                          
                                   CHANGE DUE TO                        CHANGE DUE TO      
                               VOLUME    RATE  TOTAL                VOLUME   RATE      TOTAL
<S>                             <C>     <C> 	<C>					  <C> 	<C>			<C>
Interest Income:
Loans                           $348    $(425)  $(77)                 $593  $(676)      $(83)
Securities                       (26)      (7)   (33)                   52      3         55 
Federal funds                    (33)      (5)   (38)                   26    (26)         0 
                             
Total Interest Earned            289     (437)  (148)                  671   (699)       (28)
                          
Interest Expense:
Interest bearing deposits         79     (123)   (44)                  124    (58)        66 
Other Borrowed Funds              19      (11)     8                    34    (55)       (21)
                            
Total Interest Expense            98     (134)   (36)                  158   (113)        45 
                               
Net Interest Income             $191    $(303) $(112)                 $513  $(586)      $(73)
                        
</TABLE>

Net interest earned declined by $112,000 during the third quarter of
1996 compared to the third quarter of 1995.  For the nine month
period ended September 30, 1996 net interest income also declined by
$73,000 versus the same period of 1995.

Average earning assets increased by $10,566,000 during the first
nine months of 1996.  The average earning base was $246,645,000
compared to $236,079,000 in the same period last year.


OPERATING EXPENSES

The components of total operating expenses for the periods and their
percentage of gross income are as follows:

(Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                               QUARTER ENDED                         NINE MONTHS ENDED       
                                        09-30-96            09-30-95           09-30-96             09-30-95    
                              
                                    Amount   Percent    Amount   Percent    Amount   Percent    Amount   Percent
<S>                                 <C>		   <C>		  <C>	   <C>		<C>		   <C>		<C>		   <C>
Salaries and benefits               $1,049     18.50%     $844     14.20%   $3,129     18.60%   $2,745     16.30%
Other real estate - expense            169      3.00        16      0.30       389      2.30       336      2.00 
Other non-interest expense             829     14.60       754     12.70     2,688     16.00     2,542     15.10 
Occupancy - net                        220      3.80       166      2.80       664      3.90       519      3.00 
              
Total Operating Expenses            $2,267     39.90%   $1,780     30.00%   $6,870     40.80%   $6,142     36.40%
                     
</TABLE>

For the nine month period operating expenses increased by
approximately $727,000 primarily the result of the addition of three
new branch offices opened late in 1995 and early 1996.

<PAGE>

WESTBANK CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - (Continued)


CAPITAL RATIOS                        
                                                   September 30,     
                                                1996         1995       
             
Ratio of "Tier 1" leverage capital
  to total assets at end of period              6.77%        6.51%

Regulatory risk-based capital requirements take into account the
different risk categories of banking organizations by assigning risk
weights to assets and the credit equivalent amounts of off-balance
sheet exposures.

In addition, capital is divided into two tiers.  For this
Corporation, Tier 1 includes the common stockholders' equity; Tier
2, or supplementary capital, includes not only the equity, but also,
a portion of the allowance for loan losses.  Net unrealized
gain/(losses) on securities available for sale are not permitted to
be included for regulatory capital purposes.

The following are the Corporation's risk-based capital ratios at
September 30, 1996:

         Tier 1 Capital (minimum required 4.00%)   10.20%
         Tier 2 Capital (minimum required 8.00%)   11.45%


INTEREST RATE SENSITIVITY

The following table sets forth the distribution of the repricing of
the Corporation's earning assets and interest bearing liabilities as
of September 30, 1996.

<TABLE>
<CAPTION>
(Dollar amounts in thousands)

                              Three   Over Three    Over One      Over
                             Months    Months to     Year to      Five
                            or Less     One Year  Five Years     Years       Total
<S>                         <C>     	 <C>		 <C>	   <C>		  <C>
Earning Assets              $62,025      $38,564     $83,822   $79,036    $263,447
Interest Bearing
  Liabilities                67,350       72,456      74,962         2     214,770
                          
Interest Rate
  Sensitivity Gap           $(5,325)    $(33,892)     $8,860   $79,034     $48,677
                

Cumulative Interest 
  Rate
  Sensitivity Gap           $(5,325)    $(39,217)   $(30,357)  $48,677             
                                                                            

Interest Rate 
  Sensitivity
  Gap Ratio                 (2.02)%     (12.86)%       3.36%    30.00%


Cumulative Interest
  Rate Sensitivity
  Gap Ratio                 (2.02)%     (14.88)%     (11.52)%   18.48%


</TABLE>
<PAGE>

WESTBANK CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - (Continued)


LIQUIDITY

Cash and due from banks, federal funds sold, investment securities,
mortgage-backed securities and loans available for sale, as compared
to deposits and short term liabilities, are used by the Corporation
to compute its liquidity on a daily basis.  At September 30, 1996,
the Corporation's ratio of such assets to total deposits and
borrowed funds was 18.55%.


PROVISION AND ALLOWANCE FOR LOAN LOSSES

(Dollar amounts in thousands)
                                        QUARTER ENDED      NINE MONTHS ENDED  
                                     09-30-96  09-30-95  09-30-96     09-30-95
                
Balance at beginning of period         $2,647    $3,005    $3,707       $3,325
Provision charged to expense              176     1,190       668        1,990
               
                                        2,823     4,195     4,375        5,315
                         
Charge-offs:
  Loans secured by real estate             77       361     1,787        1,257
  Commercial and industrial loans          45         7       134          211
  Consumer loans                           11        20        68          105
  Lease financing receivables                                                5
                               
                                          133       388     1,989        1,578
                              
Recoveries:
  Loans secured by real estate             39        14       328           24
  Commercial and industrial loans           2         1         4           42
  Consumer loans                            4        12        16           28
  Lease financing receivables                         2         1            5
                                 
                                           45        29       349           99
                            
Net charge-offs                            88       359     1,640        1,479
                              
Balance at end of period               $2,735    $3,836    $2,735       $3,836
                             
Net Charge-offs to:
  Average loans                           .04%      .18%      .80%         .75%
  Loans at end of period                  .04%      .18%      .76%         .73%
  Allowance for loan losses              3.22%     9.36%    59.96%       38.56%

Allowance for loan losses
  as a percentage of:
    Average loans                        1.28%     1.93%     1.33%        1.95%
    Loans at end of period               1.27%     1.89%     1.27%        1.89%

The approach the Corporation uses in determining the adequacy of the
allowance for loan losses is the combination of a target reserve and
a general reserve allocation.  Quarterly, based on an internal
review of the loan portfolio, the Corporation identifies required
reserve allocations targeted to recognized problem loans that, in
the opinion of management, have potential loss exposure or questions
relative to the depth of the collateral on these same loans.  In
addition, the Corporation allocates a general reserve against the
remainder of the loan portfolio.

<PAGE>


WESTBANK CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS - (Continued)

<TABLE>
<CAPTION>
NON-ACCRUAL, PAST DUE AND RESTRUCTURED LOANS

(Dollar amounts in thousands)

                                     09-30-96  06-30-96  03-31-96  12-31-95   09-30-95
<S>                                    <C>       <C>       <C>       <C>        <C>
Non-Accrual Loans:
Loans secured by real estate           $1,910    $2,116    $3,172    $5,450     $2,124     
Construction/Land development              10        19       464       353        361     
Commercial and Industrial Loans           750       856       838       373        302     
Consumer Loans                              1         1         7         4         13       
               
                                        2,671     2,992     4,481     6,180      2,800       
                                 
Loans Contractually
 past due 90 days or more
 still accruing:
Loans secured by real estate               33                 145       128        271     
Commercial and Industrial Loans             6        43        20       135        118     
Consumer Loans                                                 20        14         16       
                           
                                           39        43       185       277        405       
                                 
Restructured Loans                                   78       437       439        442       
                              
Total non-accrual, past
 due and restructured
 loans                                 $2,710    $3,113    $5,103    $6,896     $3,647       
                                   
Non-accrual, past due and
 restructured loans      
 as a percentage of total
 loans                                   1.26%     1.48%     2.61%     3.43%      1.80%       
                                   

Allowance for loan       
 losses as a percentage of
 non accrual, past due and                                   
 restructured loans                     99.09%    85.03%    76.74%    53.76%    105.18%     
                                 

OTHER REAL ESTATE

Other real estate owned - net            $793    $1,303    $1,858    $1,300     $1,237     
                               

                                  
Total non-performing assets            $3,503    $4,416    $6,961    $8,196     $4,884     

Non-performing assets as a
  percentage of total assets             1.24%     1.64%     2.66%     3.23%      1.86%           
  

</TABLE>
<PAGE>


WESTBANK CORPORATION AND SUBSIDIARIES
QUARTERLY TO DATE AVERAGE BALANCES
INTEREST EARNED - INTEREST EXPENSE


(Dollar amounts in thousands)

<TABLE>
<CAPTION>
            
                               FOR THE QUARTER ENDED      FOR THE QUARTER ENDED
                               SEPTEMBER 30, 1996         SEPTEMBER 30, 1995           
                               Balance  Interest  Rate    Balance  Interest  Rate
<S>                             <C>        <C>    <C>     <C>         <C>    <C>
Federal Funds sold and               
  temporary investments         $2,547       $31  4.87%    $5,294       $69  5.21%
Securities                      37,245       630  6.76     38,803       663  6.83 
Loans/leases                   213,806     4,529  8.47    198,270     4,606  9.30 
                       

Total earning assets           253,598    $5,190  8.19    242,367    $5,338  8.81 
                                     
Loan loss allowance             (2,701)                    (3,366)
All other assets                19,430                     18,986 
                               
TOTAL ASSETS                  $270,327                   $257,987 
                     
LIABILITIES AND EQUITY                                       
                                                             
Interest bearing deposits     $198,865    $2,174  4.37   $191,828    $2,218  4.62 
Borrowed funds                   9,023        68  3.01      6,604        60  3.63 
                            
Total interest bearing    
   liabilities                 207,888    $2,242  4.31    198,432    $2,278  4.59 
                                                                
Interest rate spread                              3.88%                      4.22%
                                                                                   
Demand deposits                 42,646                     41,062 
Other liabilities                1,091                      1,471 
Shareholders' equity            18,702                     17,022 
                                          
TOTAL LIABILITIES
      AND EQUITY              $270,327                   $257,987 
                           

NET INTEREST INCOME                       $2,948                     $3,060 
                                
Interest Earned/Earning Assets                    8.19%                      8.81%

Interest Expense/Earning Assets                   3.54                       3.76 
                              
Net Yield on Earning Assets                       4.65%                      5.05%
                                   
</TABLE>                                    


<PAGE>


WESTBANK CORPORATION AND SUBSIDIARIES
YEAR TO DATE AVERAGE BALANCES
INTEREST EARNED - INTEREST EXPENSE


(Dollar amounts in thousands)

<TABLE>
<CAPTION>            
                                  NINE MONTHS ENDED         NINE MONTHS ENDED       
                                  SEPTEMBER 30, 1996        SEPTEMBER 30, 1995           
                               Balance  Interest  Rate    Balance  Interest  Rate
<S>                     		<C>		  <C>	  <C>	  <C>		 <C>	 <C>
Federal Funds sold and               
  temporary investments         $4,624      $181  5.21%    $4,527      $181  5.33%
Securities                      36,361     1,792  6.57     34,771     1,737  6.67 
Loans/leases                   205,660    13,222  8.57    196,781    13,305  9.02 
                       

Total earning assets           246,645   $15,195  8.21    236,079   $15,223  8.60 
                                     
Loan loss allowance             (3,369)                    (3,165)
All other assets                19,285                     18,865 
                               
TOTAL ASSETS                  $262,561                   $251,779 
                     
LIABILITIES AND EQUITY                                       
                                                             
Interest bearing deposits     $192,074    $6,268  4.35   $188,327    $6,201  4.39 
Borrowed funds                   8,675       192  2.95      7,159       214  3.99 
                            
Total interest bearing    
   liabilities                 200,749    $6,460  4.29    195,486    $6,415  4.38 
                                      
Interest rate spread                              3.92%                      4.22%
                                                                                   
Demand deposits                 42,436                     38,752 
Other liabilities                1,098                      1,060 
Shareholders' equity            18,278                     16,481 
                                          
TOTAL LIABILITIES
      AND EQUITY              $262,561                   $251,779 
                           

NET INTEREST INCOME                       $8,735                     $8,808 
                         
																			 
Interest Earned/Earning Assets                    8.21%                      8.60%

Interest Expense/Earning Assets                   3.49                       3.62 
                                            
Net Yield on Earning Assets                       4.72%                      4.98%
                                               
                                   
</TABLE>
<PAGE>


WESTBANK CORPORATION AND SUBSIDIARIES
PART II - OTHER INFORMATION



ITEM 1.   Legal Proceedings - None


ITEM 2.   Changes in Rights of Securities Holders - None


ITEM 3.   Defaults by Company on its Senior Securities - None


ITEM 4.   Results of Votes on Matters Submitted to a Vote of Security
          Holders - None


ITEM 5.   Other Events

Information Concerning Forward-Looking Statements.

         Westbank has made and may make in the future forward
looking statements concerning future performance, including but not
limited to future earnings, and events or conditions which may
affect such future performance.  These forward looking statements
are based upon management's expectations and belief concerning
possible future developments and the potential effect of such future
developments on Westbank.  There is no assurance that such future
developments will be in accordance with management's expectations
and belief or that the effect of any future developments on Westbank
will be those anticipated by Westbank management.

         All assumptions that form the basis of any forward looking
statements regarding future performance, as well as events or
conditions which may affect such future performance, are based on
factors that are beyond Westbank's ability to control or predict
with precision, including future market conditions and the behavior
of other market participants.  Among the factors that could cause
actual results to differ materially from such forward looking
statements are the following:

     1.  The status of the economy in general, as well as in
         Westbank's prime market area, Western Massachusetts;

     2.  The recovery of the real estate market in Western
         Massachusetts;

     3.  Competition in Westbank's prime market area from other
         banks, especially in light of continued consolidation in
         the New England banking industry.

     4.  Any changes in federal and state bank regulatory
         requirements;

     5.  Changes in interest rates; and

     6.  The cost and other effects of unanticipated legal and
         administrative cases and proceedings, settlements and
         investigations.

         While Westbank periodically reassesses material trends and
uncertainties affecting the Corporation's performance in connection
with is preparation of management's discussion and analysis of
results of operations and financial condition contained in its
quarterly and annual reports, Westbank does not intend to review or
revise any particular forward looking statement in light of future
events.


ITEM 6.   Exhibits and Reports on Form 8 - None


<PAGE>


WESTBANK CORPORATION AND SUBSIDIARIES



Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Quarterly Report to be signed on
its behalf by the undersigned thereunto duly authorized.








                                         WESTBANK CORPORATION               






Date:   November 12, 1996                Donald R. Chase 
                                         President and C.E.O.









Date:   November 12, 1996                John M. Lilly  
                                         Treasurer and C.F.O.