COMMUNITY BANCORP, INC.

                            PROXY STATEMENT

                     ANNUAL MEETING OF SHAREHOLDERS

                             April 8, 1997



The following information is furnished in connection with the 
solicitation of proxies by the management of Community Bancorp, Inc. 
("Corporation"), whose principal executive office is located at 17 Pope 
Street, Hudson, Massachusetts, (Telephone:  508-568-8321), for use at 
the Annual Meeting of Shareholders of the Corporation to be held on 
Tuesday, April 8, 1997.

As of March 3, 1997, 2,935,012 shares of common stock of the Corporation 
were outstanding and entitled to be voted.

The record date and hour for determining shareholders entitled to vote 
has been fixed at 5 o'clock p.m., March 3, 1997.  Only shareholders of 
record at such time will be entitled to notice of, and to vote at, the 
meeting.  Shareholders are urged to sign the enclosed form of proxy 
solicited on behalf of the management of the Corporation and return it 
at once in the envelope enclosed for that purpose.  The proxy does not 
affect the right to vote in person at the meeting and may be revoked 
prior to its exercise.  Proxies will be voted in accordance with the 
shareholder's directions.

If no directions are given, proxies will be voted to fix the number of 
Directors of the Corporation at eleven; and to elect Alfred A. Cardoza, 
Argeo R. Cellucci, Antonio Frias and Dennis F. Murphy, Jr. to the Board 
of Directors of the Corporation to serve until the Annual Meeting of 
Shareholders in the year 2000 and until their successors are duly 
elected and qualified to serve;  and to increase the authorized common 
stock of the Corporation from 4,000,000 shares of common stock, par 
value $2.50 per share, to 12,000,000 shares of common stock, par value 
$2.50 per share.

The financial statements of the Corporation for 1996 have been mailed to 
the shareholders with the mailing of this Notice and Proxy Statement.

The cost of the solicitation of proxies is being paid by the 
Corporation.  The Proxy Statement will be mailed to shareholders of the 
Corporation on or about March 19, 1997.













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<PAGE>
                DETERMINATION OF NUMBER OF DIRECTORS
                   AND ELECTION OF DIRECTORS     


     The persons named as proxies intend to vote to fix the number of 
Directors for the ensuing year at eleven and vote for the election of 
the persons named below as Nominees for Election at This Meeting as 
Directors, each to hold office until the annual meeting held in the 
year indicated in the column designated "Term of Office."  If any 
nominee should not be available for election at the time of the 
meeting, the persons named as proxies may vote for another person in 
their discretion or may vote to fix the number of Directors at less 
than eleven.  The management does not anticipate that any nominee 
will become unavailable.

     The By-laws of the Corporation provide in substance that the 
Board of Directors shall be divided into three classes as nearly 
equal in number as possible, and that the term of office of one class 
shall expire and a successor class be elected at each annual meeting 
of the shareholders.

     The present number of Directors is eleven.  It is proposed by 
the Board that at the meeting the number of Directors who shall 
constitute the full Board of Directors until the next annual meeting 
be fixed at eleven and that the four nominees listed below be elected 
to serve until the date indicated opposite their names.  All of the 
nominees are currently Directors.

     Opposite the name of each nominee and each continuing Director 
in the following table is shown:  (1) the number of shares of stock 
of the Corporation owned beneficially by each such person; (2) for 
those persons serving as Directors of the Corporation, the date on 
which such person's term of office as Director began; (3) the term of 
office for which such person will serve; and (4) such person's 
current principal occupation or employment.























                                -16-
<PAGE>
                    Nominees For Election at This Meeting
                    -------------------------------------

                                  Has Served
                                  on Board of
                    Shares of     Directors
                    Stock Owned   of the
                    Beneficially  Corporation
                    as of         or Its       Term
                    March 1,      Predecessor  of      Principal    
Name                1997 (1)      Since        Office  Occupation
----                ------------  -----------  ------  ----------

Alfred A. Cardoza     22,486         1971       2000   Director of
                                                       Corporation and Hudson 
                                                       National Bank;
                                                       Retired

Argeo R. Cellucci       6,728        1968       2000   Director of
                                                       Corporation and Hudson 
                                                       National Bank; 
                                                       President, Cellucci 
                                                       Hudson Corp.

Antonio Frias          19,858        1985       2000   Director of
                                                       Corporation and Hudson 
                                                       National Bank; 
                                                       President and 
                                                       Treasurer, S & F 
                                                       Concrete Contractors.

Dennis F. Murphy, Jr. 446,272        1984       2000   Chairman of the Board 
                                                       of Corporation and 
                                                       Hudson National Bank; 
                                                       Director of 
                                                       Corporation and Hudson 
                                                       National Bank; 
                                                       President & Treasurer, 
                                                       D. Francis Murphy 
                                                       Insurance Agency, Inc.





















                                    -17-
<PAGE>
                       Directors Continuing in Office
                       ------------------------------    

                                  Has Served
                                  on Board of
                    Shares of     Directors
                    Stock Owned   of the
                    Beneficially  Corporation
                    as of         or Its       Term
                    March 1,      Predecessor  of      Principal    
Name                1997 (1)      Since        Office  Occupation
----                ------------  -----------  ------  ----------

I George Gould        127,468        1962       1999   Director of
          (2)                                          Corporation and Hudson 
                                                       National Bank;
                                                       Chairman, Gould's, Inc.

Horst Huehmer          22,632        1980       1998   Director of
                                                       Corporation and Hudson 
                                                       National Bank; Retired.

Donald R. Hughes, Jr.  97,822        1995       1998   Director of
         (2)                                           Corporation and Hudson 
                                                       National Bank; 
                                                       Treasurer and Clerk of 
                                                       the Corporation;  
                                                       Executive Vice 
                                                       President and Cashier 
                                                       of Hudson National 
                                                       Bank.

James A. Langway      156,899        1976       1999   Director of
         (2)                                           Corporation and Hudson 
                                                       National Bank; 
                                                       President and CEO of 
                                                       the Corporation and of 
                                                       Hudson National Bank.

David L. Parker        28,714        1986       1999   Director of
                                                       Corporation and Hudson 
                                                       National Bank; 
                                                       Chairman, Larkin 
                                                       Lumber Co.

Mark Poplin           152,764        1967       1998   Director of
                                                       Corporation and Hudson 
                                                       National Bank; 
                                                       President & Treasurer, 
                                                       Poplin Supply Co.;  
                                                       Secretary, Poplin 
                                                       Furniture Co.

David W. Webster       64,177        1995       1998   Director of
                                                       Corporation and Hudson 
                                                       National Bank; 
                                                       President, Knight Fuel 
                                                       Co., Inc.
                                    -18-
<PAGE>

Notes:

      1.  Beneficial ownership of stock for the purpose of this 
          statement includes securities owned by the spouse and minor 
          children and any relative with the same address.  Certain 
          Directors may disclaim beneficial ownership of certain of 
          the shares listed beside their names.

      2.  Includes 65,822 shares held by CBI ESOP as to which Messrs. 
          Gould, Hughes and Langway are co-trustees.


      The affirmative vote of the holders of a majority of the common 
stock of the Corporation present or represented and voting at the 
meeting is required to fix the number of Directors.  The affirmative 
vote of a plurality of the votes cast by shareholders is required to 
elect Directors.


                  PROPOSED INCREASE IN AUTHORIZED 
                  NUMBER OF SHARES OF COMMON STOCK
                  --------------------------------

      The Board of Directors has unanimously adopted a resolution 
that, subject to shareholder approval, the Corporation amend its 
Articles of Organization to increase the number of authorized shares 
of the Corporation's common stock, par value $2.50 per share, from 
4,000,000 shares to 12,000,000 shares, and that the appropriate 
officers of the Corporation file with the Massachusetts Secretary of 
State an amendment to the Corporation's Articles of Organization to 
effect the foregoing.

      There are no authorized but unissued shares of the Corporation 
reserved for issuance for any particular purpose.  The Board of 
Directors has authority to cause authorized but unissued shares to be 
issued for any proper corporate purpose without further action by 
shareholders.

      The rights of the Corporation's additional 8,000,000 shares of 
common stock, par value $2.50, will be the same as the presently 
outstanding shares of common stock.

      The affirmative vote of the holders of a majority of the shares 
of common stock of the Corporation outstanding and entitled to vote 
at the meeting is required for approval of the proposal that the 
common stock, par value $2.50 per share, of the Corporation, be 
increased from 4,000,000 shares to 12,000,000 shares and that the 
appropriate officers of the Corporation file an amendment to the 
Corporation's Articles of Organization to effect the foregoing.

      If the necessary affirmative votes are received, the 
Corporation proposes to make the recommended amendments to its 
Articles of Organization effective at the close of business on April 
8, 1997, by filing Articles of Amendment in the Office of the 
Secretary of the Commonwealth of Massachusetts stating that the 
amendment shall become effective at that time.  Upon the filing of 
the Articles of Amendment, all shareholders of the Corporation will 
be bound by the amendment, whether or not that have voted in favor 
thereof.
                                -19-
<PAGE>

      The Board of Directors recommends a vote FOR the increase of 
the number of authorized shares of Corporation's common stock, and 
unless otherwise directed, proxies will be voted in favor of such 
increase.


                            OTHER MATTERS
                            -------------

      The management knows of no business which will be presented for 
consideration at the meeting other than that set forth in this Proxy 
Statement.  However, if any such business comes before the meeting, 
the persons named as proxies will vote thereon according to their 
best judgment.

                               By order of the Board of Directors

                               /s/ James A. Langway
                               _____________________
                               James A. Langway
                               President

Hudson, Massachusetts
March 19, 1997




































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<PAGE>