U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  20549
                                  FORM 10-QSB
			 
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
    EXCHANGE ACT OF 1934       

	For the Quarterly period ended     September 30, 1998
                               -------------------------

                                  OR

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

Commission file number   33-22224-B   
                      -------------- 
				      
                           Beverly National Corporation
          ----------------------------------------------------------
          (Name of small business issuer as specified in its charter)
	  
Massachusetts                                04-2832201     
-------------------------------              --------------------
(State or other jurisdiction of              (I.R.S. Employer    
incorporation or organization)               Identification No.)
	 

240 Cabot Street  Beverly, Massachusetts            01915        
----------------------------------------          ----------
(Address of principal executive offices)          (Zip Code)    
							    

Issuer's telephone number, including area code   (978) 922-2100    
                                              ------------------

Check whether the issuer (l) filed all reports required to be filed by 
Section l3 or l5 (d) of the Securities Exchange Act during the past l2 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
                               -----          -----

State the number of shares outstanding of each of the issuer's classes of 
common equity, as of November 2, 1998.  1,560,974 shares  
                                      ------------------

Transitional small business disclosure format  Yes           
                                                  ------
                                                No  X
                                                  ------
<PAGE>			   
                           BEVERLY NATIONAL CORPORATION
                                     INDEX


PART I.     FINANCIAL INFORMATION                                PAGE

Item 1.

      Financial Statements (Unaudited)
      Consolidated Balance Sheets at
      September 30, 1998 and December 31, 1997 . . . . . . . . . . 4-5

      Consolidated Statements of Income for the Three Months and
      Nine Months Ended September 30, 1998 and 1997  . . . . . . . 6-7

      Consolidated Statements of Cash Flow for the
      Nine Months Ended September 30, 1998 and 1997  . . . . . . . 8-9

      Notes to Consolidated Financial Statements . . . . . . . . . 10

Item 2.

      Management's Discussion and Analysis of
      Financial Condition and Results of Operations. . . . . . . . 11

PART II.    OTHER INFORMATION

Item 1.

      Legal Proceedings . . . . . . . . . . . . . . . . . . . . . 21

Item 2.

      Changes in Securities and Use of Proceeds . . . . . . . . . 21

Item 3.

      Defaults Upon Senior Securities . . . . . . . . . . . . . . 21

Item 4.

      Submission of Matters to a Vote of Security Holders . . . . 21

Item 5.

      Other Information. . . . . .  . . . . . . . . . . . . . . . 21

Item 6.

      Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . 21

      Signatures. . . . . . . . . . . . . . . . . . . . . . . . . 20
<PAGE>								
Forward Looking Statements

Certain statements contained in this quarterly report, including those 
contained in Management's Discussion and Analysis of Financial Condition and 
Results of Operations and elsewhere, are forward looking statements within 
the meaning of the Private Securities Litigation Reform Act of 1995 and are 
thus prospective. Such forward looking statements are subject to risks, 
uncertainties and other factors which could cause actual results to differ 
materially from future results expressed or implied by such statements. 
Such factors include, but are not limited to changes in interest rates, 
regulation, competition and local and regional economy.
<PAGE>	    
                   BEVERLY NATIONAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  (UNAUDITED)


					   
                                                  September 30,  December 31,
                                                      1998           1997
                                                  ------------   ------------
	   ASSETS

Cash and due from banks                           $  8,872,593   $  9,587,570
Federal funds sold                                  15,800,000      9,100,000
Investments in available-for-sale securities        33,857,818     20,796,287 
Investments in held-to-maturity securities          12,651,033     17,185,188 
Federal Reserve Bank stock, at cost                     97,500         97,500
Loans:  
  Commercial                                        24,048,551     23,184,382  
  Real estate - construction and land development    4,533,542      6,506,718  
  Real estate - residential                         47,012,091     49,140,474 
  Real estate - commercial                          44,089,344     44,241,896  
  Consumer                                           8,065,891      7,651,660  
  Municipal                                          2,680,217      1,750,000  
  Other                                                487,512        512,516  
  Allowance for possible loan losses                (1,981,217)    (2,163,349)  
  Deferred loan fees, net                              126,942         19,848  
  Unearned income                                            0              0
                                                  ------------   ------------
  Net loans                                        129,062,873    130,844,145

Mortgages held for sale                                850,596        376,533 
Premises and equipment, net                          4,657,712      4,819,606 
Accrued interest receivable                          1,366,210      1,162,497 
Other assets                                         1,426,947      1,410,187
                                                  ------------   ------------
                                                  $208,643,282   $195,379,513
                                                  ============   ============
      LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:  
  Noninterest bearing                             $ 35,032,302   $ 39,083,761  
  Interest bearing   
    Regular savings                                 39,204,620     39,187,382   
    NOW accounts                                    34,457,606     32,036,110   
    Money market accounts                           22,421,434     15,813,378   
    Time deposits                                   56,879,014     50,170,379
                                                  ------------   ------------
    Total deposits                                 187,994,976    176,291,010
     
Notes payable                                          385,627        385,627 
Employee Stock Ownership Plan loan                     200,000        300,000 
Other liabilities                                    1,587,212      1,412,166
                                                  ------------   ------------ 
Total liabilities                                  190,167,815    178,388,803
                                                  ------------   ------------
<PAGE>
Stockholders' equity:  

Preferred stock, $2.50 par value per share;   
  300,000 shares authorized; issued and 
  outstanding none 
Common stock, $2.50 par value per share;   
  2,500,000 shares authorized; issued 1,606,098
  shares  as of September 30, 1998 and 791,349 
  shares as of December 31, 1997; outstanding 
  1,559,974 shares  as of September 30, 1998 and 
  760,482 shares as of  December 31, 1997.           4,015,245      1,978,373 
Paid-in Capital                                      2,442,116      4,319,092
Retained earnings                                   12,531,034     11,558,988 
Treasury stock, at cost, 46,124 shares as of 
  September 30, 1998 and 30,867 as of December 31,    (427,467)      (572,093) 
Net unrealized holding loss on available-for-  
  sale securities                                      114,539          6,350 
Unearned compensation - Employee Stock Ownership
  Plan                                                (200,000)      (300,000)
                                                  ------------   ------------
     Total stockholders' equity                     18,475,467     16,990,710
                                                  ------------   ------------
                                                  $208,643,282   $195,379,513
                                                  ============   ============
 
The accompanying notes are an integral part of these consolidated financial 
statements.
<PAGE>
                  BEVERLY NATIONAL CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENT
                                 (UNAUDITED)

                                 Nine Months Ended      Three Months Ended
                                   September 30,           September 30,
                                 1998        1997         1998       1997
                             ----------- -----------  ----------- -----------
INTEREST INCOME:  
 Interest and fees on 
   loans                     $ 8,795,360 $ 8,382,606  $ 2,932,717 $ 2,910,395 
 Interest and dividends on 
   investment securities:    
     Taxable                   1,875,619   1,813,020      686,572     581,763
     Tax-exempt                   20,746       9,491        9,860       2,058  
  Federal Funds Sold             699,782     373,534      252,095     169,275  
  Other interest                       0           0            0           0
                             ----------- -----------  ----------- -----------
Total interest and dividend 
   income                     11,391,507  10,578,651    3,881,244   3,663,491
                             ----------- -----------  ----------- -----------
INTEREST EXPENSE:  
 Interest on Deposits          4,160,451   3,701,776    1,436,977   1,284,024 
 Interest on Notes payable        26,343      26,132        8,867       8,867
                             ----------- -----------  ----------- -----------
     Total interest expense    4,186,794   3,727,908    1,445,844   1,292,891
                             ----------- -----------  ----------- -----------
Net interest and dividend 
  income                       7,204,713   6,850,743    2,435,400   2,370,600
  
Provision for loan losses              0           0            0           0
                             ----------- -----------  ----------- -----------
Net interest and dividend 
 income after provision for  
 loan losses                   7,204,713   6,850,743    2,435,400   2,370,600
                             ----------- -----------  ----------- -----------
NONINTEREST INCOME:  
 Income from fiduciary 
  activities                     902,434     796,509      306,309     262,271  
 Service charges on deposit 
  accounts                       291,286     332,307       93,046     114,307  
 Other deposit fees              168,914     166,002       55,635      60,294  
 Other income                    297,631     272,524      117,128      97,335
                             ----------- -----------  ----------- -----------
   Total noninterest income    1,660,265   1,567,342      572,118     534,207
                             ----------- -----------  ----------- -----------
<PAGE>
NONINTEREST EXPENSE:  
 Salaries and employee 
  benefits                     3,727,897   3,497,291    1,275,495   1,177,893  
 Occupancy expense               628,956     549,793      236,805     175,311 
 Equipment expense               332,882     312,956      111,136      99,173  
 Investment security 
  (gain)/ loss, net                    0           0            0           0  
 Loss (Gain) on sale of 
  other real estate 
  owned, net                           0       8,275            0           0  
 Data processing fees            189,633     195,643       70,010      63,367 
 F.D.I.C. insurance premium       16,025      14,986        5,445       5,055  
 Stationary and supplies         129,345     137,633       48,083      43,751  
 Other expense                 1,400,179   1,186,988      453,921     375,698
                             ----------- -----------  ----------- -----------
  Total noninterest expense    6,424,917   5,903,565    2,200,895   1,940,248
                             ----------- -----------  ----------- -----------
  Income before income taxes   2,440,061   2,514,519      806,623     964,559
  
Income taxes                     966,119   1,050,306      317,800     400,906
                             ----------- -----------  ----------- -----------
  Net Income                 $ 1,473,942 $ 1,464,214  $   488,823 $   563,653
                             =========== ===========  =========== ===========
 Earnings per share:

Weighted average 
 shares outstanding            1,649,758   1,508,878    1,670,080   1,508,878
                             =========== ===========  =========== ===========
Net income per share         $      0.89 $      0.97  $      0.29 $      0.37 
Dividends per share          $      0.30 $      0.24  $      0.12 $      0.18 
Special dividend per share   $      0.03 $      0.03  $      0.00 $      0.00

      
The accompanying notes are an integral part of these consolidated financial 
statements.
<PAGE>

                   BEVERLY NATIONAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Nine Months Ended September 30, 1998 and 1997
                                    (Unaudited)

                                                        1998        1997
                                                    -----------  -----------
Increase (decrease) in cash and cash equivalents   
Cash flows from operating activities:  
   Interest received                                $10,979,806  $10,262,239
   Service charges and other income                   1,660,265    1,549,365  
   Interest paid                                     (4,130,809)  (3,697,617)  
   Cash paid to suppliers and employees              (6,152,159)  (5,753,791)  
   Income taxes paid                                   (856,292)  (1,013,966)
                                                    -----------  -----------
  Net cash provided by operating activities           1,500,811    1,346,230
                                                    -----------  -----------
  Cash flows from investing activities:   
   Proceeds from maturities of investment 
    securities held-to-maturity                      12,250,189    7,492,554 
   Proceeds from maturities of investment 
    securities available-for-sale                    10,529,497   13,444,498  
   Purchases of investment securities 
    held-to-maturity                                 (7,550,594)  (8,342,090) 
   Purchases of investment securities 
    available-for-sale                              (23,557,637)  (9,134,255)  
   Net (increase) decrease in loans                   1,845,704  (11,465,638)  
   Proceeds from sale of mortgages                     (478,678)     774,079 
   Proceeds from sale of other real 
    estate owned                                              0       74,658  
   Capital expenditures                                (176,713)    (481,563)  
   Recoveries of previously charged off loans            52,914       19,750 
   (Increase) decrease in other assets                   57,130     (333,031)  
   Increase (decrease) in other liabilities               5,809        8,721
                                                    -----------  -----------
  Net cash provided by (used in) investing 
   activities                                        (7,022,379)  (7,942,317)
                                                    -----------  -----------
  Cash flows from financing activities:  
   Net decrease in demand deposits, NOW,     
    money market, and savings accounts                4,995,331    3,105,151  
   Net increase (decrease) in time deposits           6,708,635    2,873,139  
   Issued common stock                                  159,896            0  
   Issued treasury stock                                144,626        1,771  
   Dividends paid                                      (501,897)    (362,120)
                                                    -----------  -----------
  Net cash provided by (used in) financing 
   activities                                        11,506,591    5,617,941
						                                              -----------  -----------
  Net decrease in cash and cash equivalents           5,985,023     (978,146) 
  Cash & cash equivalents beginning of year          18,687,570   25,363,278
                                                    -----------  -----------
  Cash & cash equivalents at Sept 30:               $24,672,593  $24,385,132 
                                                    ===========  ===========

The accompanying notes are an integral part of these consolidated financial 
statements.
<PAGE>
                   BEVERLY NATIONAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Nine Months Ended September 30, 1998 and 1997
                                  (Unaudited)
                                  (Continued)


Reconciliation of net income to net cash provided by operating activities:
 
                                                        1998         1997 
                                                    -----------  -----------
 Net income                                         $ 1,473,943  $ 1,464,214
                                                    -----------  -----------
 Depreciation expense                                   338,607      326,317 
 Amortization expense of investment securities            7,363       19,014 
 Accretion income of investment securities              (98,005)     (32,105) 
 Change in prepaid interest                              (2,950)      (2,950) 
 Provision for loan losses                                    0            0 
 Increase (decrease) in taxes payable                   109,827       36,340
 Increase in interest receivable                       (203,713)    (222,952) 
 Increase (decrease) in interest payable                 55,985       30,291    
 Increase (decrease) in accrued expenses                  3,725     (150,009) 
 Net (gain) loss on sale of mortgages                     4,615       (9,702) 
 Net (gain) loss on sale of other real estate owned           0        8,275   
 Change in deferred loan fees                          (117,346)     (80,369) 
 Change in prepaid expenses                             (71,240)     (40,134)
                                                    -----------  -----------
Total adjustments                                        26,868     (117,984)
                                                    -----------  -----------
Net cash provided by operating activities           $ 1,500,811  $ 1,346,230
                                                    ===========  ===========
Non-cash investing activities:
Loans transferred to other real estate owned        $         0  $    82,933
<PAGE>

                          BEVERLY NATIONAL CORPORATION

                   NOTES TO CONSOLIDATED FINANCAL STATEMENTS
 
            FOR THE NINE AND THREE MONTHS ENDED SEPTEMBER 30, 1998

                                  (UNAUDITED)
		  
1.   BASIS OF PRESENTATION
 
     The interim consolidated financial statements contained herein are 
     unaudited but, in the opinion of management, include all adjustments 
     which are necessary, to make the financial statements not misleading.  
     All such adjustments are of a normal recurring nature.  The results of 
     operations for any interim period are not necessarily indicative of 
     results that may be expected for the year ended December 31, 1998.

2.   EARNINGS PER SHARE

     Earnings per share calculations are based on the weighted average number  
     of common shares outstanding during the period.  The computation of 
     basic and diluted earnings per share have been adjusted retroactively for
     all periods presented to reflect the 2 for 1 stock split on 
     April 7, 1998.

3.   LEVERAGED E.S.O.P.

     The prepared financial statements include adjusting entries to properly
     reflect the leveraged portion of the Employee Stock Ownership Plan.

4.   RECLASSIFICATION

     Certain amounts in the prior year have been reclassified to be consistent 
     with the current year's statement presentation.

<PAGE>
			 PART I - FINANCIAL INFORMATION

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
       	 AND RESULTS OF OPERATIONS
	 
Introduction
------------

The following discussion and related consolidated financial statements include 
Beverly National Corporation (the "Corporation") and its subsidiaries, Beverly 
National Bank (the "Bank"), and Cabot Street Realty Trust.

Summary
-------

The Corporation's net income for the nine months ended September 30, 1998, was 
$1,473,942 as compared to $1,464,214 for the time period ended 
September 30, 1997.  This represents an increase of $9,728 or 0.7%.  Earnings 
per share totaled $.89 for the nine months ended September 30, 1998, as 
compared to earnings per share of $.97 for the nine months ended September 
30, 1997.  The earnings per share reflects both improvement in core earnings
and a higher number of shares outstanding. 


             		     NINE MONTHS ENDED SEPTEMBER 30, 1998
	           AS COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1997

Net Interest Income
-------------------

Net interest and dividend income for the nine months ended September 30, 1998, 
totaled $7,204,713 as compared to $6,850,743 for the same time period in 1997.  
This is an increase of $353,970 or 5.2%.  Total interest and dividend income 
equaled $11,391,507 for the nine months ended September 30, 1998 as compared 
to $10,578,651 for the same time period in 1997, an increase of $812,856 or 
7.7%.  Loan income for the nine months ended September 30, 1998, totaled 
$8,795,360 as compared to $8,382,606 for the same time period in 1997.  This 
increase of $412,754 or 4.9% reflects continued increased loan production. 
Interest and Dividends on Taxable Investment Securities for the nine months 
ended September 30, 1998 totaled $1,875,619 as compared to $1,813,020 for the 
same period in 1997. This increase of $62,599 or 3.5%, is due to higher 
volumes of investment balances.  The investment portfolio increased $8,527,376 
during the first nine months while net loans decreased $1,781,272.  The 
interest earned from federal funds sold increased $326,248 or 87.3% for the 
nine months ended September 30, 1998 as compared to 1997, reflecting an 
increase in volume. 

Deposit interest expense equaled $4,160,451 for the nine months ended 
September 30, 1998, as compared to $3,701,776 for the same period in 1997.  
This increase of $458,675 or 12.4% reflects increased deposits and the current 
strategy of managing the cost of funds of the Bank.  Average deposit rates 
within the local market have been higher than the national market.  

Notes payable interest expense for the nine months ended September 30, 1998 
was $26,343 in comparison to $26,132 for the same time period in 1997. 
Corporate borrowings remained stable for both periods.
<PAGE>
Loan Loss Provision
-------------------

No provisions to the allowance for the possible loan losses were warranted 
during either the nine months ended September 30, 1998 or 1997.  At September 
30, 1998, the Corporation's allowance for possible loan losses was $1,981,217 
representing 1.5% of gross loans as compared to $2,163,349 or 1.6% of total 
loans at December 31, 1997.  Factors that enabled the Bank to forego 
provisions included management's evaluation of economic conditions including 
a stable local economy.  The ratio of allowance for loan losses to 
non-performing assets equaled 396.3% at September 30, 1998 as compared to 
633.7% at December 31, 1997.

The Corporation's non-accrual loans were $499,949 at September 30, 1998 as 
compared to $341,366 at December 31, 1997.  This increase is not considered 
by management to be indicative of any general trend in the loan portfolio or 
local economy.

A total of $235,045 in loans were charged off by the Corporation during the 
first nine months of 1998 as compared to $42,987 charged off during the 
corresponding period in 1997.  These charge-offs consisted primarily of loans 
to small businesses and individuals.  A total of $52,914 was recovered of 
previously charged off notes by the Corporation during the nine month period
ended September 30, 1998, as compared to $19,750 recovered of previously 
charged off notes during the corresponding period in 1997.

Noninterest Income
------------------

Noninterest income totaled $1,660,265 for the nine months ended September 30, 
1998 as compared to $1,567,342 for nine months ended September 30, 1997.  
This is an increase of $92,923 or 5.9%.  Income from fiduciary activities 
totaled $902,434 for the nine months ended September 30, 1998 as compared 
to $796,509 for nine months ended September 30, 1997 an increase of $105,925 
or 13.3% due to growth of recurring trust services.  Service charges on 
deposit accounts  totaled $291,286 for the nine months ended September 30, 
1998, as compared to $332,307 for the same time period in 1997.  The local 
market is very competitive for core deposits.  New products offered have 
limited service charge fees.

Other deposit fees increased slightly with an increase of $2,912 or 1.8% for 
the nine months ended September 30, 1998 as compared to the same time period 
in 1997.  Other income for the nine month period ended September 30, 1998 
totaled $297,631 as compared to $272,524 September 30, 1997.  This increase 
of $25,107 or 9.2% is due to additional rental income.  
<PAGE>
Noninterest Expense
-------------------
		   
Noninterest expense totaled $6,424,917 for the nine months ended September 30, 
1998, as compared to $5,903,565 for the same time period in 1997.  This is an 
expense increase of $521,352 or 8.8%.  Salaries and benefits totaled $3,727,897 
for the nine months ended September 30, 1998 as compared  $3,497,291 for the
same time period in 1997.  This increase of $230,606 or 6.6% can be attributed 
to increased staff in the commercial loan and retail services.  Occupancy 
expense totaled $628,956 for the nine months ended September 30, 1998 as 
compared to $549,793 for the same period in 1997. This increase of $79,163 or 
14.4% is due to increased rental expense and leasehold improvements relating 
to the Cummings Center Branch, Beverly High School Branch, Hamilton Wenham 
Regional High School Branch and two stand alone ATM sites.  The costs of 
equipment totaled $332,882 for the nine months ending September 30, 1998 as 
compared to $312,956 for the same period in 1997.  Data processing fees 
totaled $189,633 for the nine months ended September 30, 1998 as compared to 
$195,643 for the corresponding time period in 1997.  The decrease of $6,010 or 
3.1% is related to processing volumes. The FDIC insurance premium totaled 
$16,025 for the nine months ended September 30, 1998 as compared to $14,986 
for the corresponding period in 1997.  This is an increase of $1,039 or 6.9% 
of premium expense.  This increase is based on the Bank's portion of the FICO 
assessment from FDIC.  Other expenses for the nine months ending 1998 totaled 
$1,400,179 as compared to $1,186,988 for the nine months ended September 1997.  
This is an increase of $213,191 or 18.0%.  Several expense categories 
contributed to this increase including business development, consulting, 
electronic banking, legal and miscellaneous expense. 

Income Taxes
------------

The income tax provision for the nine months ended September 30, 1998 totaled 
$966,119 in comparison to an income tax provision of $1,050,306 for the same 
time period in 1997.  This decrease of $84,187 or 8.0% reflects a decrease in 
taxable income, due to additional investment in tax exempt securities and 
loans.

Net Income
----------

Net income amounted to $1,473,942 for the nine months ended September 30, 1998 
as compared to net income of $1,464,214 for the same period in 1997, which is 
an increase of $9,728 or 0.7%. 
<PAGE>

                      THREE MONTHS ENDED SEPTEMBER 30, 1998
             AS COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 1997
	     
Net Interest Income
-------------------

Net interest and dividend income for the three months ended September 30, 1998 
totaled $2,435,400 as compared to $2,370,600 for the same time period in 1997.  
This increase was $64,800 or 2.7%.  Total interest and dividend income equaled 
$3,881,244 for the three months ended September 30, 1998 as compared to 
$3,663,491 for the same time period in 1997, an increase of $217,753 or 5.9%.  
Loan income for the three months ended September 30, 1998, totaled $2,932,717 
as compared to $2,910,395 for the same time period in 1997.  This increase of 
$22,322 or .8% represents increased loan production income. Interest and 
Dividends on Taxable Investment Securities for the three months ended 
September 30, 1998 totaled $686,572 as compared to $581,763 for the same 
period in 1997.  This is an increase of $104,809 or 18.0%.  The investment 
portfolio increased $1,599,167 during the third quarter.  The interest earned 
from federal funds sold increased $82,820 or 48.9% for the three months ended 
September 30, 1998 when compared to the same time period in 1997, due to 
increased volume.  This reflects increased liquidity due to limited loan 
growth and strong deposit growth.  
		  
Deposit interest expense equaled $1,436,977 for the three months ended 
September 30, 1998, as compared to $1,284,024 for the same period in 1997. 
This increase of $152,953 or 11.9% reflects the increased deposit volume and 
the current strategy of managing the cost of funds of the Bank.  The Bank 
generally pays competitive rates for its deposit base in the local market.

Notes payable interest expense for the three months totaled $8,867 for the 
period ended September 30, 1998 and the corresponding time period in 1997.

Loan Loss Provision
-------------------

No provisions to the allowance for possible loan losses were made during the 
third calendar quarters of 1998 or 1997.  

A total of $9,888 loans were charged off by the Corporation during the third 
quarter of 1998 as compared to $863 charged off during the corresponding 
period in 1997.  These charge-offs consisted primarily of loans to small 
businesses and individuals.  A total of $2,852 was recovered of previously
charged off notes by the Corporation during the three month period ended 
September 30, 1998, as compared to $2,396 recovered during the corresponding 
period in 1997.
<PAGE>
Noninterest Income
------------------

Noninterest income totaled $572,118 for the three months ended September 30, 
1998 as compared to $534,207 for three months ended September 30, 1997.  This 
is an increase of $37,911 or 7.1%.  Income from fiduciary activities totaled 
$306,309 for the three months ended September 30, 1998 as compared to $262,271
for the three months ended September 30, 1997.  An increase in reoccurring 
trust fees created this positive variance.  Service charges on deposit 
accounts totaled $93,046 for the three months ended September 30, 1998, as 
compared to $114,307 for the same time period in 1997.  The local market is 
very competitive for core deposits.  New products offered have limited service 
charge fees.  Other deposit fees decreased $4,659 or 7.7% for the three months 
ended September 30, 1998 as compared to the same time period in 1997. This 
negative variance is caused by a reduction in overdraft charges collected.  A 
new service that links accounts reduces overdraft balances.  Other income for 
the three month period ended September 30, 1998 totaled $117,128 as compared 
to $97,335 for the three month period ended September 30, 1997, an increase of 
$19,793 or 20.3%. Additional rental income from CSRT created this positive 
variance. 

Noninterest Expense
-------------------
		   
Noninterest expense totaled $2,200,895 for the three months ended September 30, 
1998, as compared to $1,940,248 for the same time period in 1997.  This 
increase totaled $260,647 or 13.4%.  Salaries and benefits totaled $1,275,495 
for the three months ended September 30, 1998 and $1,177,893 for the same time 
period in 1997.  This increase is due to the increased staff in commercial 
loans and retail services.  Occupancy expense increased $61,494 or 35.1% and  
totaled $236,805 for the three months ended September 30, 1998 as compared to 
$175,311 for the same period in 1997 due to the increase in the branch system. 
The costs of equipment totaled $111,136 for the three months ended September 
30, 1998 as compared to $99,173 for the same period in 1997.  Data processing 
fees totaled $70,010 for the three months ended September 30, 1998 as compared 
to $63,367 for the corresponding time in 1997. This increase of $6,643 or 
10.5% relates to higher volumes, data processing upgrades and new products and 
services.  The FDIC Insurance Premium was $5,445 for the three months ended 
September 30, 1998 as compared to $5,055 for the corresponding period in 1997.  
The increase is due to the FICO assessment by the FDIC placed upon the Bank.
Other expenses totaled $453,921 at three months ended September 30, 1998 as 
compared to $375,698 for the same period in 1997, an increase of $78,223 or 
20.8%.  Several expense categories contributed to this increase including 
business development, consulting, electronic banking, legal and miscellaneous 
expense.

Income Taxes
------------
	    
The income tax provision for the three months ended September 30, 1998 totaled 
$317,800 in comparison to an income tax provision of $400,906 for the same 
time period in 1997.  This decrease of $83,106 or 20.7% reflects a decrease in 
taxable income, due to additional investment in tax exempt securities and 
loans.
<PAGE>
Net Income
----------
	  
Net income amounted to $488,823 for the three months ended September 30, 1998 
as compared to net income of $563,653 for the same period in 1997, which is a 
decrease of $74,830 or 13.3%.  

Capital Resources
-----------------
As of September 30, 1998, the Corporation had total capital in the amount of 
$18,475,467, as compared with $16,990,710 at December 31, 1997, which 
represents an increase of $1,484,757 or 8.7%.  
					 
The Bank is required to maintain a Tier 1 capital at a level equal to or 
greater than 4.0% of the Bank's adjusted total assets.  As of September 30, 
1998, the Bank's Tier 1 capital amounted to 7.83% of total assets.  In 
addition, banks and holding companies must maintain minimum levels of 
risk-based capital equal to risk weighted assets of 8.00%.  At September 30, 
1998, the Bank's ratio of risk-based capital to risk weighted assets amounted 
to 13.85%, which satisfies the applicable risk based capital requirements.  As 
of December 31, 1997, the Bank's Tier 1 capital amounted to 7.78% of total 
assets and risk based capital amounted to 13.09% of total risk based assets.  
The capital ratios of the Bank exceed regulatory requirements.

The Corporation is required to maintain a Tier 1 capital at a level equal to 
or greater than 4.0% of the Corporation's adjusted total assets.  As of 
September 30, 1998, the Corporation's Tier 1 capital amounted to 8.86% of total 
assets.  In addition, banks and holding companies must maintain minimum levels 
of risk-based capital equal to risk weighted assets of 8.00%.  At September 30, 
1998, the Corporation's ratio of risk-based capital to risk weighted assets 
amounted to 14.02%, which satisfies the applicable risk based capital 
requirements.  As of December 31, 1997, the Corporation's Tier 1 capital 
amounted to 8.68% of total assets and risk based capital amounted to 14.39% of 
total risk based assets.  The capital ratios of the Corporation and the Bank 
exceed regulatory requirements.
<PAGE>
Liquidity
---------
	 
The primary function of asset/liability management is to assure adequate 
liquidity and maintain an appropriate balance between interest-sensitive 
earning assets and interest-bearing liabilities.  Liquidity management 
involves the ability to meet the cash flow requirements of customers who may be 
either depositors wanting to withdraw funds or borrowers needing assurance 
that sufficient funds will be available to meet their credit needs.  Interest 
rate sensitivity management seeks to avoid fluctuating net interest margins and 
to enhance consistent growth of net interest income through periods of changing
interest rates. Certain marketable investment securities, particularly those of
shorter maturities, are the principal source of asset liquidity.  The 
Corporation maintains such securities in an available for sale account as a 
liquidity resource.  Securities maturing in one year or less amounted to 
approximately $12,283,858 or 26.4% at September 30, 1998 of the investment 
securities portfolio, and $10,605,238 at December 31, 1997, representing 27.9% 
of the investment securities portfolio. Assets such as federal funds sold, 
mortgages held for sale, as well as maturing loans are also sources of 
liquidity.  The Corporation's goal and general practice is to be interest rate
sensitive neutral, and maintain a net cumulative gap at one year or less than 
10% of total earning assets, so that changes in interest rates should not 
dramatically impact income as assets and liabilities mature and reprice 
concurrently.

Year 2000 Preparedness
----------------------
		      
There is concern over the ability of many computer software programs to 
function when the year 2000 arrives.  Many existing computer programs use the 
last two digits to refer to the year.  This may cause errors in computer 
programs that are date oriented and do not recognize the difference between a 
year that begins with 20 instead of the current 19.  

A critical part of the Bank's service is provided through computer operations.  
The Bank has implemented a comprehensive program to develop an operating 
strategy to properly assess and correct all Year 2000 issues.  The Year 2000 
operational team was formed during the second quarter, 1997.  This operational
team assessed all critical systems and operational programs relating to Year 
2000.  All computer hardware has been tested and non-compliant computers have 
been identified for remediation.  All software have been categorized and are
currently being tested.  It is expected that all systems will be verified and 
remediated by the second quarter, 1999.   
<PAGE>
The Bank's primary vendors have been identified and testing of the Bank's 
core processing systems are underway.  The testing of these systems will be 
completed by second quarter, 1999. Contingency plans are in the process of 
being completed in the event these critical systems do not meet testing 
requirements.  

In addition, the Bank has taken a proactive stance in working with both loan 
and deposit customers in preparing for Year 2000 because borrowers who do not 
address the Year 2000 issue may not have the resources to service the debts of 
their company if their operations, vendors, or customers are impacted by Year
2000.  Seminars have been presented for the largest borrowers and depositors 
to help prepare them for Year 2000.  The Trust Division has also communicated
with all their customers.  Loan and deposit customers have been provided with 
notice of the Year 2000 initiatives of the Bank.
		   
The costs associated with upgrading the software and hardware to achieve Year 
2000 compliance is estimated to be $85,000 for 1998 and $115,000 for 1999. 

Failure to resolve a material Year 2000 issue could result in the interruption 
in normal business activities or operations such as servicing depositors, 
processing transactions or servicing loans.  The Corporation plans to continue 
to work with third party service providers to ascertain their Year 2000 
compliance status and to coordinate testing efforts.  However, there can be no 
assurance that the computer systems of others on which the Corporation relies 
will be Year 2000 ready on a timely basis, or that a failure to resolve Year 
2000 issues by another party, or remediation or conversion that is incompatible 
with the Corporation's computer systems, will not have a material adverse 
effect on the Corporation. 

The Corporation has assessed its exposure to the risk of a liquidity crisis or 
financial losses stemming from the withdrawal of significant deposits or other 
sources of funds as the millennium date change approaches.  The Corporation 
has developed liquidity contingency plans to define and prioritize sources of 
liquidity.  Based on the Corporation's analysis and strong earnings record, 
high liquidity and strong capital position, it is the opinion of management 
that Y2K liquidity risk should not have a significant impact on the 
Corporation.

The Corporation and the Bank are subject to examination and supervision by the 
Board of Governors of the Federal Reserve System, and the Office of the 
Comptroller of the Currency, respectively.  These agencies are actively 
examining the status of preparation of the institutions which they supervise 
for compliance with applicable laws and prudent industry practices, including 
those associated with preparation for the Year 2000.  As regulated 
institutions, the Corporation and the Bank could become subject to formal or 
informal supervisory actions if their preparation for the Year 2000 failed to 
satisfy regulatory requirements or prudent industry standards.  As regulated
institutions, banks and bank holding companies face greater regulatory and 
litigation risks for failure to adequately prepare for the Year 2000 than many 
companies in other industries.  However, such risks are not considered by 
Management to be probable based upon the current level of preparation for the 
Year 2000 and the Corporation's plans to fully prepare for the Year 2000.
<PAGE>					  
The Company has assessed the risks presented by its reliance upon computer 
based products outside of information technology processing (such as HVAC, 
elevators, telephone and security systems).  The Company believes that the 
risks associated with these areas are being adequately addressed in the 
Company's Y2K preparations.
	       
The Corporation is developing contingency plans for its mission critical 
systems and will refine and test these plans in 1999.  However, there can be 
no assurance that the Corporation's remediation efforts and contingency plans 
will be sufficient to avoid unforeseen business disruptions or other problems
resulting from the Year 2000 issues.

<PAGE>			    
                                 SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934,  
the registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                                BEVERLY NATIONAL CORPORATION
                                                      (Registrant)

Date: November 12, 1998                         By:  /s/ Lawrence M. Smith 
     ------------------                            -----------------------
                                                   Lawrence M. Smith
                                                   President, Chief Executive
                                                   Officer

Date: November 12, 1998                         By:  /s/ Peter E. Simonsen
     ------------------                            -----------------------
                                                   Peter E. Simonsen
                                                   Treasurer, Principal
                                                   Financial Officer

<PAGE>						   
						   
                            PART II - Other Information

Item 1.    Legal Proceedings                                         None
							 
Item 2.    Changes in Securities and Use of Proceeds                 None
								
Item 3.    Defaults Upon Senior Securities                           None

Item 4.    Submission of Matters to a Vote of Security Holders       None

Item 5.    Other Information                                         None

Item 6.    Exhibits and Reports on Form 8-K                     
	    
		a.  Exhibits
	    
		    Exhibit Number 
	    
		    27. Financial Data Schedule
	    
		b.  The Corporation did not file any reports on Form 8-K 
		    during the quarter ended September 30, 1998.