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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 FORM 10-Q/A
                               AMENDMENT NO. 1
                                      TO
                                  FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997

[ ]  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           0-7449
                                 ------


                            PEOPLE'S BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

MASSACHUSETTS                                               04-3272233
-------------                                               ----------
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)


545 PLEASANT STREET
NEW BEDFORD, MASSACHUSETTS                                  02740
--------------------------                                  -----
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code          (508) 991-2601
                                                            --------------

                          -----------------------------


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes   X    No      .
                                       -----     -----

The number of shares of Registrant's Common Stock, $0.10 par value, outstanding
as of June 30, 1997 was 3,595,070.















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    ITEM 4        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    (a)           The Company held its annual meeting on May 20, 1997.

    (b)           Directors elected at the annual meeting:

                  Virginia M. Burke
                  John R. Eaton
                  S. David Goldberg
                  Dr. Loring C. Johnson

                  Continuing Directors:

                  B. Benjamin Cavallo
                  Terrence Gomes
                  Fred W. Green
                  Gerald R. Rodman
                  Stanley D. Siskind
                  Frederick W. Adami, III
                  Richard D. Matthews
                  Davis H. Scudder

    (c)           Matters voted at the annual meeting:

                  1.   Election of four directors to serve until the 2000
                       Annual Meeting of Stockholders.

                                            Votes for           Votes withheld

                       Virginia M. Burke    3,011,904                  13,150
                       John R. Eaton        3,013,593                  11,461
                       S. David Goldberg    3,007,330                  17,724
                       Loring C. Johnson    3,011,467                  13,587

                  2.   Appointment of Wolf & Company, P.C. as the Company's
                       independent certified public accountants for the year
                       ending December 31, 1997.

                       Votes for:                        3,010,580
                       Votes against:                        6,874
                       Abstained:                            7,600







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                                   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.



                                      PEOPLE'S BANCSHARES, INC.


9/12/97                               By: /s/ Richard S. Straczynski
----------------                          -------------------------------------
Date                                      Richard S. Straczynski
                                          President and Chief Executive Officer




9/12/97                               By: /s/ Colin C. Blair
----------------                          -------------------------------------
Date                                      Colin C. Blair
                                          Chief Financial Officer and Treasurer

















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