7

                                  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
For the quarterly period ended March 31, 2001

                                       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 2-90679

                            UNION BANKSHARES COMPANY
             (Exact name of registrant as specified in its charter)

     MAINE                                     01-0395131
(State or other jurisdiction                 (I.R.S. Employer Identification
No.)
of incorporation of organization)

                        66 Main Street, Ellsworth, Maine
                    (Address of Principal Executive Offices)

                                   (Zip Code)
                                      04605

               Registrant's telephone number, including area code
                                 (207) 667-2504

     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 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   XXX   NO_____

     Indicate the number of shares outstanding of each of the issue's classes of
common stock, as of March 31, 2001.

          Class                         Outstanding at March 31, 2001
(Common stock, $12.50 Par Value)         577,807

<PAGE>
                            UNION BANKSHARES COMPANY

                               INDEX TO FORM 10-Q

PART I    Financial Information                                      Page No.

     Item l:   Financial Statements

          Independent Accountants' Report                               3

          Condensed Consolidated Balance Sheets -                       4
          March 31, 2001, March 31, 2000, December 31, 2000

          Condensed Consolidated Statements of Income -                 5
          three months ended March 31, 2001 and March 31, 2000

          Condensed Consolidated Statements of Cash Flows -             6
          three months ended March 31, 2001 and March 31, 2000

          Consolidated Statements of Changes in Shareholders' Equity    8
          three months ended March 31, 2001 and 2000

     Item 2:   Management's Discussion and Analysis of Financial
               Condition and Results of Operations                     9-17

PART II   Other Information

     Item 1:   Legal Proceedings                                        17

     Item 2:   Changes in Securities                                    17

     Item 3:   Defaults Upon Senior Securities                          17

     Item 4:   Submission of Matters to a Vote of Security Holders      18

     Item 5:   Other Information                                        18

     Item 6:   Exhibits and Reports on Form 8-K                         18






<PAGE>



INDEPENDENT ACCOUNTANTS' REPORT

The Board of Directors and Shareholders
Union Bankshares Company



We have reviewed the accompanying interim consolidated financial information of
Union Bankshares Company and Subsidiary as of March 31, 2001 and 2000, and for
the three-month periods then ended.  These financial statements are the
responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters.  It is substantially less in scope than an audit in
accordance with generally accepted auditing standards, the objective of which is
to express an opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying financial statements for them to be in conformity
with generally accepted accounting principles.



Berry Dunn McNeil & Parker
Portland, Maine
May 2, 2001
<PAGE>
                     UNION BANKSHARES COMPANY AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS

                                      March 31      March 31    December 31
                                        2001          2000          2000
                                    (Unaudited)   (Unaudited)    (Audited)*
ASSETS
Cash and due from banks            $ 10,169,258  $  9,748,149  $ 10,309,649
Federal funds sold                    7,044,291        41,450        43,829
Cash and cash equivalents            17,213,549     9,789,599    10,353,478
Available for sale securities        92,023,617    97,494,041   101,458,470
Held to maturity securities, at cost  3,848,268     4,232,912     3,851,461
Other investment securities, at cost  5,039,950     3,557,700     4,968,350
Loans (net of deferred fees)        204,202,390   126,840,879   204,931,089
Less:  Allowance for loan losses      3,460,271     2,618,378     3,376,395
Net Loans                          $200,742,119  $124,222,501  $201,554,694

Premises, furniture & equip net       6,561,927     3,070,610     6,371,464
Deferred tax asset                            0     1,470,936       233,749
CSV life insurance                    6,650,505     6,296,524     6,578,657
Core deposit intangible                 296,033             0       307,619
Goodwill                              6,484,432       164,939     6,572,652
Other assets                          5,868,433     5,276,999     5,991,532
Total Assets                       $344,728,833  $255,576,761  $348,242,126

LIABILITIES
Deposits:
  Demand                           $ 26,117,837  $ 21,104,917  $ 28,313,749
  Savings                           104,221,354    87,086,991   109,801,146
  Time                              113,299,455    74,660,374   107,465,822
Total Deposits                      243,638,646   182,852,282   245,580,717
Borrowed funds                       49,666,250    28,451,250    51,123,250
Sweep repurchase                     12,741,489    11,760,052    15,079,311
Accrued expenses & other liabilities  5,879,992     5,024,365     5,339,174
Total Liabilities                  $311,926,377  $228,087,949  $317,122,452
Commitments (Note D)

SHAREHOLDERS' EQUITY
Common Stock, $12.50 par value.  Authorized
  1,200,000 shares, issued 582,394 shares
  in 2001 and 2000                 $  7,279,925  $  7,279,925  $  7,279,925
Surplus                               3,963,116     3,963,533     3,963,472
Retained Earnings                    21,153,032    19,374,395    20,682,146
Accumulated Other Comprehensive Income (Loss)
Net Unrealized Gain/(Loss) on Securities
 Available for Sale                     719,124   (2,872,575)     (466,522)
Less:  Treasury Stock (4,587 shares as of
 March 31, 2001, 4,058 shares as of March
 31, 2000 and 4,900 shares as of December
 31, 2000)                              312,741       256,466      339,347
Total Shareholders' Equity         $ 32,802,456  $ 27,488,812  $ 31,119,674
Total Liabilities &
 Shareholders' Equity              $344,728,833  $255,576,761  $348,242,126

*Condensed from audited financial statements

See Accountants' review report.  The accompanying notes are an integral part of
these consolidated financial statements.
<PAGE>
                     UNION BANKSHARES COMPANY AND SUBSIDIARY
                   Condensed Consolidated Statements of Income
                                   (UNAUDITED)

                                             Three Months Ended - March 31,
                                                    2001          2000
INTEREST INCOME
  Interest and Fees on Loans                    $4,328,626    $2,603,882
  Interest and Fees on Municipal Loans and Bonds   258,960       240,714
  Interest and Dividends on Securities           1,481,567     1,579,357
  Interest on Federal Funds Sold                    31,488        11,476
  Amortization & Accretion - Net                    86,360        (3,795)
     Total Interest Earned                       6,187,001     4,431,634

INTEREST EXPENSE
  Interest on Deposits                           2,145,235     1,355,879
  Interest on Funds Purchased/Borrowed             911,666       444,037
    Total Interest Expense                       3,056,901     1,799,916

NET INTEREST INCOME                              3,130,100     2,631,718
  Provision for Loan Losses                         75,000        30,000

NET INTEREST INCOME AFTER LOAN LOSS PROVISION    3,055,100     2,601,718

NONINTEREST INCOME
  Service Charges on Deposit Accounts              309,186       207,769
  Trust Department                                 324,285       251,695
  Safe Deposit Box Rental Fees                      22,069        18,429
  Other Income                                     418,204       242,956
     Total Noninterest Income                    1,073,744       720,849

NONINTEREST EXPENSE
  Salaries and Employee Benefits                 1,453,142     1,129,569
  Building Maintenance & Operations                228,992       144,521
  FDIC Insurance                                    23,918        19,986
  Net Securities Losses                                  0        24,743
  Other Expenses                                 1,363,002       847,226
     Total Noninterest Expense                   3,069,054     2,166,045

INCOME BEFORE TAXES                              1,059,790     1,156,522
  Income Taxes                                     300,000       330,000

NET INCOME                                      $  759,790    $  826,522

Per Share Data:
  Net Income                                         $1.31         $1.43
  Dividends Declared                                $  .50        $  .50

See Accountants' review report.  The accompanying notes are an integral part of
these consolidated financial statements.
<PAGE>

                     UNION BANKSHARES COMPANY AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
               For the Three Months Ended March 31, 2001 and 2000
                                   (Unaudited)

                                                     2001         2000
Net Cash Flows Provided by Operating Activities:
  Net Income                                     $ 759,790     $ 826,522
    Adjustments to reconcile net income to net
    cash provided by operating activities:
     Depreciation and amortization                 200,182       101,125
     Provision for loan losses                      75,000        30,000
     Net securities losses                               0        24,743
     Net change in other assets                    185,809     (433,220)
     Net change in other liabilities               109,674     (498,394)
    Net amortization of premium (accretion
     of discount) on investments                 (136,040)        17,647
     Net change in deferred loan origination fees    9,178       (6,574)
     Origination of loans held for sale        (2,484,571)     (722,100)
     Proceeds from loans held for sale           2,468,846       805,463
     Total adjustments                             428,078     (681,310)
  Net cash provided by operating activities      1,187,868       145,212
Cash Flows From Investing Activities:
     Purchase of securities available for sale (2,000,000)   (1,051,671)
     Proceeds from sales of securities
      available for sale                                 0       954,940
     Proceeds from maturities of securities
      available for sale                        13,333,998     1,689,123
     Net change in loans to customers                            728,397
773,752
     Capital expenditures                        (390,645)     (184,163)
   Net cash provided by investing activities    11,671,750     2,181,981
Cash Flows From Financing Activities:
     Net increase/(decrease) in other
      borrowed funds                           (3,794,822)     8,619,629
     Net decrease in demand, savings and
      money market accounts                    (7,775,704)   (9,244,286)
     Net increase/(decrease) in time deposits    5,833,633     (751,266)
     Purchase of treasury stock                   (21,250)             0
     Proceeds from sale of treasury stock           47,500        52,705
     Dividends paid                              (288,904)     (289,155)
Net cash used by financing activities                        (5,999,547)
(1,612,373)
Net increase in cash and cash equivalents        6,860,071       714,820
Cash and cash equivalents at beginning of year  10,353,478     9,074,779
Cash and cash equivalents at end of period    $17,213,549    $ 9,789,599

      Supplemental Schedule of Non-Cash Investing and Financing Activities
                                            2001        2000
Net increase as a result of adopting Statement
  of Financial Accounting Standards No. 115
     Available for sale securities             (1,796,433)  $(1,100,502)
     Deferred income/(expense) tax liability       610,787       356,251
Net unrealized gain/(loss) on available
  for sale securities                         $(1,185,646)  $  (744,251)


See Accountants' review report.  The accompanying notes are an integral part of
these consolidated financial statements.
<PAGE>
<TABLE>
UNION BANKSHARES COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Three months ended March 31, 2001 and 2000
(Unaudited)
<CAPTION>
                                                           ACCUMULATED
                                                              OTHER    SHARE-
                      COMMON              TREASURY  RETAINEDCOMPREHENSIVEHO
LDER'S
                      STOCK    SURPLUS     STOCK    EARNINGS  INCOME   EQUITY
                                                              (LOSS)
<S>                  <C>       <C>        <C>       <C>     <C>       <C>
Balance at December 31, 1999$7,279,925 $3,963,533 $(309,171)$18,837,028$(2,128
,324)            $27,642,991

Net income, three months ended
 March 31, 2000                   0  0         0     826,522       0   826,522
Change in net unrealized gain
(loss) on available for sale
securities, net of tax of $356,251   0         0           0       0 (744,251)(744,251)
Total Comprehensive Income 0         0         0     826,522(744,251)   82,271
Sale of 488 shares Treasury stock    0         0      52,705       0         0 52,705
Cash dividends declared    0         0         0   (289,155)       0 (289,155)
Balance at March 31, 2000$7,279,925$3,963,533$(256,466)$19,374,395$(2,872,575)$27,488,812

Balance at December 31, 2000$7,279,925 $3,963,472 $(339,347)$20,682,146$(466,5
22)              $31,119,674

Net income, three months ended
 March 31, 2001            0         0         0     759,790       0   759,790
Change in net unrealized gain
(loss) on available for sale
securities, net of tax of $610,787   0         0           0       0 1,185,6461,185,646
Total Comprehensive Income 0         0         0     759,7901,185,6461,945,436
Sale of 563 shares Treasury stock     0    (356)      47,856       0         0 47,500
Repurchase of 250 shares Treasury stock         0          0(21,250)         0      0   (21,250)
Cash dividends declared    0         0         0   (288,904)       0 (288,904)
Balance at March 31, 2001$7,279,925$3,963,116$(312,741)$21,153,032$   719,124$
32,802,456



See Accountants' review report.  The accompanying notes are an integral part of
these consolidated financial statements.

</TABLE>
<PAGE>
                   Notes to Consolidated Financial Statements
                                    Unaudited

(A)  Basis of Presentation

The accompanying consolidated financial statements of Union Bankshares Company
(the Company) and its subsidiary, Union Trust Company (the Bank) as of March 31,
2001 and 2000 and for the three month periods are unaudited.  However, in the
opinion of the Company, all adjustments consisting of normal, recurring accruals
necessary for a fair presentation have been reflected therein.

Certain financial information which is normally included in financial statements
prepared in accordance with generally accepted accounting principles, but which
is not required for interim reporting purposes, has been omitted.  The
accompanying consolidated financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's annual
report on Form 10-K for the fiscal year ended December 31, 2000.

(B)  Earnings Per Share

Earnings per common share are computed by dividing the net income available for
common stock by the weighted average number of common shares outstanding during
this period.  Weighted average shares for the three months ended March 31, 2001
and 2000 were 577,562 and 578,165, respectively.

(C)  Intangible Assets

Goodwill is being amortized using the straight line method over 15 years.  Core
deposit intangible is being amortized using the straight line method over 7
years.  Amortization charged to operations is $123,949 in 2001.

(D)  Off-Balance Sheet Items

In the normal course of business, the Bank is a party to financial instruments
with off-balance sheet risk to meet the financing needs of its customers.  These
financial instruments include commitments to extend credit and letters of
credit.  The instruments involve, to varying degrees, elements of credit risk in
excess of the amount recognized in the balance sheet.  The contract amounts of
these instruments reflect the extent of involvement the Bank has in particular
classes of financial instruments.  At March 31, 2001 and 2000, the following
financial instruments, whose contract amounts represent credit risk, were
outstanding.
<PAGE>
                                                   March 31
                                                  (000's omitted)
                                              2001          2000
1.  Unused Commitments:

     A.  Revolving, open-end lines secured by
         1-4 family residential properties,
         e.g., Home Equity lines            $6,835      $6,648
  B.   Credit card lines                       6,443       6,402
  C.   Secured real estate loans               8,744       3,471
  D.   Other                                  19,48217,572

2.   Financial Standby Letters of Credit:       51          82

(E)  Regulatory Agencies

The Bank's primary regulators are the Federal Reserve Bank of Boston and, as a
state chartered bank, the Bureau of Banking of the State of Maine.

(F)  Classified Loans

Any loans classified for regulatory purposes as loss, doubtful, substandard or
special mention that were not disclosed under Item III of Industry Guide 3 do
not (1) represent or result from trends or uncertainties which management
reasonably expects will materially impact future operating results, liquidity or
capital resources or (2) represent material credits about which management is
aware of any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment terms.

(G)  Impact of Inflation and Changing Prices

The Consolidated Financial Statements have been prepared in accordance with
generally accepted accounting principles which require the measurement of
financial position and operating results in terms of historical dollars without
considering changes in the relative purchasing power of money over time due to
inflation.

Unlike many industrial companies, substantially all of the assets and virtually
all of the liabilities of the Company are monetary in nature.  As a result,
interest rates have a more significant impact on the Company's performance than
the general level of inflation.  Over short periods of time, interest rates may
not necessarily move in the same direction or in the same magnitude as
inflation.
<PAGE>
(H)  Recent Accounting Developments

The Financial Accounting Standards Board recently issued the following Statement
of Financial Accounting Standards (SFAS):

     SFAS No. 137  Accounting for Derivative Instruments and Hedging Activities
                   SFAS No. 138   Accounting for Certain Derivative Instruments
                   and Certain Hedging Activities
                   SFAS No. 140   Accounting for Transfers and Servicing of
                   Financial Assets and Extinguishments of Liabilities

SFAS No. 133, establishes accounting and reporting standards for derivative
instruments and for hedging activity.  The Company adopted SFAS No. 133
effective July 1, 1998.  During the three months ended March 31, 2001 and the
year ended December 31, 2000, the Company did not hold any derivative
instruments and management does not expect to enter into derivative transactions
in the near future. The effect of adopting SFAS No. 133 on the consolidated
financial statements of the Company was limited to the transfer of securities
from held to maturity to available for sale.

SFAS No. 137 and 138, which amend SFAS No. 133 and establish accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts and for hedging activities, are
effective for all fiscal quarters of all fiscal years beginning after June 15,
2000.  These statements did not have any impact to the Company's consolidated
financial condition and results of operations upon implementation.

SFAS No. 140 replaces SFAS No. 125.  It is effective for transfers occurring
after March 31, 2001.  The Company does not expect this statement to have any
material impact to its consolidated financial condition and results of
operations.

<PAGE>


               MANAGEMENT'S DISCUSSION OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATION


Earnings and Performance Overview

The following discussion and analysis focuses on the factors affecting Union
Bankshares Company (The Company) financial condition at March 31, 2001 as
compared to March 31, 2000.

Results of Operations

The operating results of the Company depend primarily on its net interest
income, which is the difference between interest income on earning assets
(primarily loans and investments) and interest expense (primarily deposits and
borrowings).  The Company's results are also affected by the provision for loan
losses; noninterest income, including gains and losses on the sales of loans and
securities; noninterest expenses (in particular, acquisition related expenses
increased during 2000); and income tax expense.  Each of these major components
of the Company's operating results is highlighted below.

Net Income

The Company reported for the first three months of 2001 net income of $759,790
versus $826,522 for the same period in 2000.

The following table summarizes the status of the Company's earnings and
performance for the periods stated:

                                         March 31,
                                              2001        2000
Earnings Per Share                               1.31        1.43
Return on Average Shareholders Equity                        2.28%A   2.75%B
Return on Average Assets                         0.22%A      0.33%B
Return on Average Earning Assets                 0.23%A      0.36%B

A=annualized returns are:  9.12%, .88%, and .92%, respectively.
B=annualized returns are:  11.00%, 1.32%, and 1.44%, respectively.

The decrease in net income for the first quarter of 2001 versus the first
quarter in 2000 was not unexpected due to margin compression (primarily the
result of declining interest rates) and 2001 results reflecting the acquisition
of The Waldoboro Bank, FSB.
<PAGE>
As a result of narrowing margins (offset in part by loan growth attributable to
the acquisition and a strong sales effort), net interest income was up $498,382
or 18.9% from the same period last year. Overall margin compression, increased
competition and pricing pressures continue to be a significant factor in the
Bank's ability to grow net interest income at a faster pace.

The increase in noninterest income results from improvements in all categories,
including loan department fees, bankcard fees, trust fees and customer account
fees.

Noninterest expenses, consisting primarily of employee compensation and
benefits, occupancy and equipment expense and other general operating expenses
increased $927,752 from the same period in 2000 due to increased staffing and
the expenses related to upgrading equipment and facilities and the acquisition
of The Waldoboro Bank, FSB.  2001 results reflect a 15 branch organization
whereas 2000 numbers reflect an 11 branch organization.

During 2001, the Company is continuing to implement specific strategic
priorities that will focus on increasing fee based revenues and controlling
overall expense.  With the ever changing environment of interest rate risk, fee
income has developed into a significant component in the Bank's total revenue
generation goals.  While revenue generation is a top priority, the Company will
also focus on productivity and maximizing the returns of its financial and human
resources and exploring new fee generation opportunities.

The Bank is constantly monitoring the economy and its effect on the banking
industry in New England, and in particular, in Maine, in Hancock and Washington
Counties, in addition to our newest market area in the Mid-Coast region - Knox,
Lincoln and Waldo counties.  While the economy of Hancock and Washington
counties continues to lag the national trend, our newest market area has been
named as one of the fastest growing areas in the state.  The Bank will continue
to operate in a conservative planned manner.  We are growing according to our
strategic plan and remain within the parameters we have set forth for ourselves,
with the goals of improved earnings and productivity.
<PAGE>
NET INTEREST INCOME

Net interest income, the difference between interest income on earning assets
such as loans and investment securities and interest expense on interest bearing
liabilities such as funds on deposit and borrowed funds continues to be the most
significant determinant of the Company's earnings performance.  Because of the
significance of net interest income, the management of interest rate risk has
become increasingly important to ensure the continued profitability of the Bank.
Interest rate risk results from volatile interest rates, increased competition,
and changes in the regulatory environment.  As a banking company, our exposure
to interest rate movements is controlled by matching the interest rates as well
as the maturities of assets and liabilities.

Net interest income for the first quarter of 2001 was $3,130,100, up $498,382 or
18.9% over the same period in 2000.

The following table illustrates the Bank's net interest spread position:

         Three Months Ended March 31,
     2001                                        2000

Yield on Earning Assets                         8.01%       7.57%
Cost of all Funds                               3.59%       2.94%
Net Interest Spread                             4.42%       4.63%

The Bank continues to monitor short and long-term interest rates, balance sheet
volumes and maturities in order to evaluate the potential impact on its net
interest spread and capital.
<PAGE>
PROVISION FOR LOAN LOSSES

The provision for loan losses for the three month period ended March 31, 2001,
increased $45,000 to $75,000 from the same period last year, resulting from
management's ongoing evaluation of the allowance for loan losses.  The process
to evaluate the adequacy of the allowance for loan losses involves a high degree
of management judgement.  Such judgement is based, in part, on systematic
methods.  These methods, which are generally quantitative measures, are
employed, not so the allowance will be the result of routine mathematical
exercises, but to help ensure that all relevant matters affecting loan
collectability will consistently be identified.  Such methods at March 31, 2001
included a loan-by-loan analysis of all larger commercial loans and commercial
real estate loans which were non-performing or which were being closely
monitored by management for potential problems, and a quantitive analysis of
residential real estate and consumer loans.  Based on these analyses, including
consideration of loans placed on non-accrual status during the first quarter and
increased loan growth, an estimation of potential loss exposure was made and an
allowance allocated.  The estimation of potential loss exposure reflects
declining real estate values, as evidenced by appraisals and other available
information.

The Bank has a Loan Review Program whereby an independent loan review service
firm conducted a review of the commercial loan portfolio.  The review included
updates to comments on all criticized and classified assets over $100,000, all
loans delinquent over 30 days and over $100,000, non accrual loans over
$100,000, new (closed) and renewed loans over $100,000 as well as the adequacy
of the loan loss reserve.

Although management utilized its best judgement in providing for possible
losses, there can be no assurance that the Company will not have to increase its
provision for possible loan losses in the future as a result of increased loan
demand in the Company's primary market areas, future increases in non-performing
assets or otherwise which would adversely affect the Company's results of
operations.

The following table reflects the quality of the Bank's loan portfolio and the
emphasis placed upon the management of credit risk:

                      (000's Omitted)
                   Three Months Ended
     March 31,
                                 2001                     2000
1.   Nonaccrual Loans                                    2,981       1,600
2.   Loans past due 90 days & accruing                                 199
  360
3.   Restructured loans                                      0           0
4.   Other real estate owned (including
 insubstance foreclosure)                                    0           0
5.   Total nonperforming assets                          3,180       1,960
6.   Ratio of total nonperforming loans to
capital and the allowance for loan
losses (Texas ratio)                                     8.95%       5.94%
7.   Ratio of net chargeoffs to loans                             -.00004%
  .0003%
8.   Ratio of allowance for loan losses to loans         1.69%       2.06%
9.   Coverage ratio (allowance for loan losses
divided by nonperforming assets)                       108.81%     133.57%
10.  Ratio of nonperforming assets to total assets        .92%        .77%
11.  Ratio of nonperforming loans to total loans         1.56%       1.55%
<PAGE>
NONINTEREST INCOME

The Company receives noninterest income from trust fees, service charges on
deposit accounts and other income comprised of fees earned from a variety of
other services.

Noninterest income, excluding one time gains/(losses), increased $352,895 or
49.0% during the first quarter of 2001 versus 2000.

This increase is primarily due to an increase in loan department income of
$107,656 or 174.4%, increases in credit card income of $27,661 or 20.3%, trust
income of $72,590 or 28.8% and customer account fees of $101,417 or 48.8%.

Net security gains/(losses) amounted to $0 and $(24,743) for the three months
ended March 31, 2001 and 2000, respectively.

NONINTEREST EXPENSES

Noninterest expenses consist of employee compensation and benefits, occupancy
and equipment expenses and miscellaneous expenses.  Management is continually
reviewing expenses to control them and develop more efficient delivery systems
for all Bank services.

A generally flat economy in Maine and in particular in Downeast Maine, has
compelled or should compel banking institutions of our size to manage their
institutions prudently and conservatively.  This we are committed to do.

Noninterest expenses increased $927,752 or 43.4% for the first quarter of 2001
versus the first quarter of 2000.  The increase was primarily attributable to
increased staffing and the expenses related to upgrading equipment and
facilities and the acquisition of The Waldoboro Bank, FSB.
<PAGE>
INCOME TAXES

Income taxes are provided in accordance with the comprehensive income tax
allocation method which recognizes the tax effects of all income and expense
transactions in each year's statement of income, regardless of the year the
transactions are reported for tax purposes.  The tax effects of these timing
differences are reflected in deferred income tax accounts in the consolidated
financial statements.

Deferred income taxes are recognized for income and expense items that are
reported in different years for financial reporting purposes and income tax
purposes using the tax rate applicable for the year of the calculation.

The status of the Bank's income tax expense is as follows:

                                  TaxExpense          Effective Rate
                               2001       2000         2001    2000
Three Months Ended March 31, $300,000   $330,000       28.3%   28.5%

INTEREST RATE GAP ANALYSIS

Attention should be directed to the interest rate gap analysis as of December
31, 2000 as provided on page 10 in the Bank's 2000 Annual Report.  Data as of
March 31, 2001 is essentially identical to that reported in the Annual Report.

SHAREHOLDERS' EQUITY AND CAPITAL RESOURCES

Shareholders' Equity was as follows for the following periods:

                                      SHAREHOLDERS' EQUITY
                                    Amount          Book Value
                                                   Per Share

March 31, 2001                  $32,083,332          $55.53
March 31, 2000                  $30,361,387          $52.50
December 31, 2000               $31,586,196          $54.70

The Federal Reserve Board guidelines for a risk-based approach to measuring the
capital adequacy of bank holding companies and state-chartered banks that are
members of the Federal Reserve System generally call for an 8% total capital
ratio of which 3% must be comprised of Tier 1 capital.  Risk-based capital
ratios are calculated by weighing assets and off-balance sheet instruments
according to their relative credit risks.  At March 31, 2001, the Company had
met the minimum capital ratios.  In fact, the Bank's strong capital position at
March 31, 2001 exceeded the minimums established by the Federal Reserve Board as
follows:
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                                                    Minimum Regulatory
                                      March 31, 2001   Requirements

Leverage Capital Ratio                     7.0             3.0%
Risk Based Ratio                          13.0             8.0%
Tier 1 Ratio                              11.8             4.0%

DIVIDENDS

The common stock is not actively traded and therefore, we are not aware of the
price of all trades.  The price is established by determining what a willing
buyer will pay a willing seller.

Cash dividends per share declared on common stock were $.50 for the first
quarter of 2001 and 2000.

LIQUIDITY MANAGEMENT

Liquidity management is the process by which the Bank structures its cash flow
to meet requirements of its customers as well as day to day operating expenses.

Liquidity is provided from both assets and liabilities.  The asset side of the
balance sheet provides liquidity through the regular maturities on our
securities portfolio, as well as the interest received on these assets.  In
addition, US Government securities may be readily converted to cash by sale in
the open market.  On the liability side, liquidity comes from deposit growth and
the Bank's accessibility to other sources of borrowed funds.  In this respect,
liquidity is enhanced by a significant amount of core demand and savings
deposits from a broad customer base.


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As a part of the Bank's asset and liability management and liquidity needs,
management actively evaluates its funding resource and strategies to reduce and
manage the vulnerability of its operation to changes in interest rates.

When a Company's ability to reprice interest-bearing liabilities exceeds its
ability to reprice interest-earning assets within shorter time periods, material
and prolonged increases in interest rates generally adversely affect net
interest income, while material and prolonged decreases in interest rates
generally have the opposite effect.

A principal objective of the Company is to reduce and manage the vulnerability
of its operations to changes in interest rates by managing the ratio of interest
rate sensitive assets to interest rate sensitive liabilities within specified
maturities or repricing dates.

As of March 31, 2001, Union Trust Company is liability sensitive.  The Bank
remains liability sensitive between 37 and 60 month horizons.  Bank earnings may
be negatively affected, should interest rates rise.

As of March 31, 2001, the Bank's ratio of rate sensitive assets to rate
sensitive liabilities at the one year horizon was 81%, its one year GAP
(measurement of interest sensitivity of interest earning assets and interest
bearing liabilities at a point in time) was 6% or 94% matched, and $140,566,000
in assets and $172,920,000 in liabilities will be repriceable in one year.

In addition to the "traditional" GAP calculation, the Company analyzes future
net interest income based on budget projections including anticipated business
activity, anticipated changes in interest rates and other variables, which are
adjusted periodically by management to take into account current economic
conditions, the current interest rate environment, and other factors.

The status of the Bank's sources of cash to fund its operation are as follows:

                                                      March 31,
                                                 2001             2000
Net cash from operations                     $ 1,187,868      $   145,212
Net cash from investing activities           $11,671,750      $ 2,181,981
Net cash used by financing activities                        $(5,999,547)
$(1,612,373)
Net increase                                 $ 6,860,071      $   714,820



BALANCE SHEET ANALYSIS

Total assets at March 31, 2001 were $344,728,833, a decrease of $3,513,293 or
1.01% from December 31, 2000.  The change in assets consisted primarily of a
$812,575 or .40% decrease in loans, a decrease of $140,391 or 1.36% in cash and
due from banks, and a decrease in other assets of $123,099 or 2.05%.  On the
liability side, there was a decrease of $1,942,071 or .79% in deposits and
$3,794,822 or 5.73% in borrowings and sweep repurchase agreements.
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The following financial statistics give a general overview and profile of the
Company:

                               As of March 31,        Increase
                               2001        2000      (Decrease)

Total Assets               $344,728,833     $255,576,761    $ 89,152,072
Total Earnings Assets      $308,698,245     $229,548,604    $ 79,149,641
Loans, Net                 $200,742,119     $124,222,501    $ 76,519,618
Assets AFS at Market       $ 92,023,617     $ 97,494,041   $ (5,470,424)
Assets Held to Maturity    $   ,848,268     $  4,232,912   $   (384,644)
Deposits                   $243,638,646     $182,852,282    $ 60,786,364
Borrowings and Sweep
 Repurchase Agreements     $ 62,407,739     $ 40,211,302    $ 22,196,437
Capital                    $ 32,802,456     $ 27,488,812    $  5,313,644

SECURITIES PORTFOLIO

The objective of the securities portfolio is to provide for a stable earnings
base and the investment of excess liquidity.  The securities portfolio decreased
$4,372,818 to $100,911,835 or 29.2% of total assets as of March 31, 2001, as
compared to 41.2% at March 31, 2000.  A portion of this decrease is due to the
normal course of maturities, principal payments and security sales.

The Company has reviewed its investment policy regarding securities.  In
recognition of current economic conditions and the attendant responsibility of
management to consider known liquidity requirements and to provide for capital
planning, securities may be sold as part of prudent asset/liability management.

LOANS

Loan demand continues to show signs of moderate growth in most of the Bank's
market area, in particular the mid-coast region.  Net loans as of March 31, 2001
were $200,742,119, an increase of $76,519,618 or 61.6% from March 31, 2000.
This resulted primarily from the merger of Waldoboro Bank FSB and Union Trust
Company and a continuation of the strong loan growth experienced by the Company
during 2001.

Residential real estate mortgage loans as of March 31, 2001 increased by
$56,431,461 or 108.9% over March 31, 2000 results.  Residential real estate
loans consist of loans secured by one-to-four family residences.  The Company
generally retains adjustable rate mortgages in its portfolio but will, from time
to time, retain fixed rate mortgages in its portfolio.  It should be noted  that
the Bank has sold and serviced $75,028,571 of real estate loans and $3,275,423
of commercial mortgages and has $335,850 of loans held for sale at March 31,
2001.

Commercial loans increased at March 31, 2001 by $13,045,353 or 29.1% over the
same period in 2000.  Commercial loans consist of loans secured by various
corporate assets, as well as loans to provide working capital in the form of
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lines of credit, which may be secured or unsecured.  Union Trust Company focuses
on lending to the wide array of financially sound small to medium-sized
businesses within its service area.

Consumer loans increased at March 31, 2001 by $6,401,693 or 29.9% over March 31,
2000.  Consumer loans are originated by the Bank for a wide variety of purposes
to meet our customers' needs, and include personal notes, reserve checking,
installment and VISA loans.

The section of management's discussion and analysis entitled "Provision for Loan
Losses" clearly indicates the quality of the loan portfolio at March 31, 2001.

The Bank's loan to deposit ratio was 83.8% and the allowance for loan losses was
1.69% of total loans at March 31, 2001.

Management's approach to loan growth is to seek out and work with borrowers
whose financial condition, credit history, and performance would warrant
extensions of credit.

In brief, the Company's loan portfolio is driven by a desire to maintain our
credit standards while meeting the financial needs of qualified borrowers in the
community.


DEPOSITS

Total deposits as of March 31, 2001 increased $60,786,364, or 33.2% over March
31, 2000, primarily due to the acquisition of  Waldoboro Bank FSB.  The Company
continues to offer competitive interest rates on its products offered and
maintains an active calling program.  The proportion of interest-bearing funds
continues to place emphasis on the need for properly matching our assets and
liabilities to maintain stable net interest margins.

The Company has continued its overall asset and liability management strategy
which is to maintain flexibility in its interest sensitivity gap in order to
take advantage of both short term and long term changes in market rates while
minimizing the risk of adverse effects on operations.

The Bank is not reliant on volatile liabilities as evidenced by such comprising
only 5.87% of its deposit base.

BORROWINGS AND SWEEP REPURCHASE AGREEMENTS

Total advances from the Federal Home Bank (FHLB) as of March 31, 2001 increased
$21,215,000 or 74.6% over March 31, 2000.  A portion of this increase was to
fund new loan originations for 2001, but primarily it was due to Union Trust
Company assuming Waldoboro Bank FSB's FHLB advances.


<PAGE>
Sweep repurchase agreements totaling $12,741,489 as of March 31, 2001 versus
$11,760,052 as of March 31, 2000 increased $981,437 or 8.3%.  The increase was
primarily due to competitive rates and account features.



                                     PART II

Item 1:                       N/A

Item 2:                       N/A

Item 3:                       N/A

Item 4:                       N/A

Item 5:                       N/A

Item 6:Exhibits and Reports on Form 8-K

      A.   Non-Applicable

      B.   Reports on Form 8-K

During the Registrant's fiscal quarter ended March 31, 2001, the Registrant was
not required to and did not file any reports on Form 8-K.



<PAGE>
SIGNATURES

Pursuant to 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.

                          UNION BANKSHARES COMPANY

                          Peter A. Blyberg, President

                          Sally J. Hutchins, Senior Vice President /Treasurer

May 14, 2001