SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                       ___________________

                            FORM 10-Q

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
     FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1995

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
     FOR THE TRANSITION PERIOD FROM _____________ TO _____________.

                   Commission File No. 0-16444

                 SHORELINE FINANCIAL CORPORATION
     (Exact Name of Registrant as Specified in its Charter)

           Michigan                              38-2758932
(State or Other Jurisdiction of               (I.R.S. Employer
  Incorporation or Organization)              Identification No.)

         823 Riverview Drive
        Benton Harbor, Michigan                     49022
   (Address of Principal Executive Offices)       (Zip Code)

                         (616) 927-2251
      (Registrant's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                   Yes __X__       No ______

Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of the latest practicable date.

     As of October 31, 1995 there were 5,251,786 issued and outstanding
     shares of the registrant's Common Stock.









                 SHORELINE FINANCIAL CORPORATION

                            FORM 10-Q

                              INDEX

                                                               Page
                                                              Number

PART I.  FINANCIAL INFORMATION

   Item 1. Financial Statements (Unaudited)

           Condensed Consolidated Balance Sheet,
           September 30, 1995 and December 31, 1994             1-2

           Condensed Consolidated Statement of Income,
           Three Months and Nine Months Ended September
           30, 1995 and 1994                                      3

           Condensed Consolidated Statement of Cash Flows,
           Nine Months Ended September 30, 1995 and 1994        4-5

           Notes to Condensed Consolidated Financial
           Statements                                           6-8

   Item 2. Management's Discussion and Analysis of
           Financial Condition and Results of Operations       9-14


PART II.   OTHER INFORMATION

   Item 1. Legal Proceedings                                     16

   Item 6. Exhibits and Reports on Form 8-K                      16


SIGNATURES                                                       17














                 PART 1.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.
<TABLE>
                                SHORELINE FINANCIAL CORPORATION
                                  CONSOLIDATED BALANCE SHEET
<CAPTION>
                                                      September 30,       December 31,
                                                          1995               1994
<S>                                                 <C>                <C>
ASSETS
    Cash and Due from Banks                          $  24,680,673      $  31,287,807
    Federal Funds Sold                                  11,575,000         20,350,000
       Total Cash and Cash Equivalents                  36,255,673         51,637,807
    Securities Held to Maturity
       (Approximate fair values of $72,039,000
       and $47,949,000 at September 30, 1995
       and December 31, 1994 respectively)              70,565,169         48,474,113
    Securities Available for Sale
       (Carried at fair value in 1995 and 1994)         79,751,462         81,175,780
    Total Loans                                        455,713,151        436,529,139
    Less Allowance for Loan Losses                       6,478,636          5,951,969
       Net Loans                                       449,234,515        430,577,170
    Premises and Equipment-Net                          10,083,051          9,875,374
    Other Assets                                        10,447,123         12,113,418
       Total Assets                                  $ 656,336,993      $ 633,853,662

LIABILITIES & SHAREHOLDERS' EQUITY
Liabilities
    Deposits:
      Non Interest-Bearing                           $  68,098,953      $  70,973,801
      Interest-Bearing                                 513,272,069        495,121,822
       Total Deposits                                  581,371,022        566,095,623
    Securities Sold Under Agreements to
      Repurchase                                         4,759,084          2,875,112
    Other Liabilities                                    2,726,341          3,674,459
    Long-Term Debt                                       5,000,000          5,000,000
       Total Liabilities                               593,856,447        577,645,194

Shareholders' Equity
    Common Stock:
      10,000,000 shares authorized;
      5,251,786 and 4,989,483 shares issued
      at September 30, 1995 and December 31,
      1994 respectively                                          -                  -
    Additional Paid-in Capital                          45,723,988         45,591,999
    Net Unrealized Gain (Loss) on Securities
      Available for Sale, Net of Tax Effect              1,451,226         (1,016,801)
    Retained Earnings                                   15,305,332         11,633,270



       Total Shareholders' Equity                       62,480,546         56,208,468
       Total Liabilities & Shareholders' Equity      $ 656,336,993      $ 633,853,662
</TABLE>

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

<TABLE>
                                  SHORELINE FINANCIAL CORPORATION
                                  CONSOLIDATED STATEMENT OF INCOME
<CAPTION>
                                                Three Months Ended                  Nine Months Ended
                                                   September 30,                       September 30,
                                               1995              1994             1995               1994
<S>                                      <C>               <C>              <C>                <C>
INTEREST INCOME
  Interest and Fees on Loans              $ 10,240,885      $ 9,184,241      $ 30,335,689       $26,079,704
  Interest on Federal Funds Sold               165,248          157,939           775,431           357,020
  Interest on Investments                    2,512,190        2,023,028         7,126,018         5,755,901
    Total Interest Income                   12,918,323       11,365,208        38,237,138        32,192,625

INTEREST EXPENSE
  Interest on Deposits                       5,956,162        4,667,053        17,452,674        13,278,130
  Other Interest Expense                       102,117           88,347           283,357           246,229
    Total Interest Expense                   6,058,279        4,755,400        17,736,031        13,524,359

NET INTEREST INCOME                          6,860,044        6,609,808        20,501,107        18,668,266
  Provision for Loan Losses                    175,000          200,007           575,000           550,000

NET INTEREST INCOME
  AFTER PROVISION FOR
  LOAN LOSSES                                6,685,044        6,409,801        19,926,107        18,118,266

OTHER INCOME
  Service Charges on Deposit
    Accounts                                   442,803          494,125         1,358,911         1,396,303
  Trust Income                                 354,774          330,583         1,044,661           979,839
  Investment Securities Transactions            40,050            9,261           (24,549)          105,169
  Other Operating Income                        92,507          414,634           682,941           996,132
    Total Other Income                         930,134        1,248,603         3,061,964         3,477,443

OTHER EXPENSES
  Personnel                                  2,559,973        2,609,732         7,518,268         7,522,261
  Occupancy                                    317,646          302,345           910,281           903,768
  Equipment                                    427,112          402,109         1,315,765         1,199,579
  Other Operating Expenses                   1,114,241        1,800,407         4,430,701         5,098,314
    Total Other Expense                      4,418,972        5,114,593        14,175,015        14,723,922




                                      -2-
INCOME BEFORE INCOME
  TAXES                                      3,196,206        2,543,811         8,813,056         6,871,787
  Federal Income Tax Expense                   865,000          629,000         2,343,000         1,606,000

NET INCOME                                $  2,331,206      $ 1,914,811      $  6,470,056       $ 5,265,787

EARNINGS PER SHARE                        $        .44      $       .37      $       1.23       $      1.01
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

<TABLE>
                                  SHORELINE FINANCIAL CORPORATION
                                 CONSOLIDATED STATEMENT OF CASH FLOWS
<CAPTION>
                                                                        Nine Months Ended
                                                                          September 30,
                                                                   1995                   1994
<S>                                                          <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                    $  6,470,056          $  5,265,787
Adjustments to Reconcile Net Income to Net Cash
from Operating Activities: Depreciation and Amortization         1,056,939               978,276
  Provision for Loan Losses                                        575,000               550,000
  Net Amortization and Accretion on Securities
    Held-to-Maturity                                               282,212               524,409
  Net Amortization and Accretion on Securities
    Available-for-Sale                                             292,062               826,502
  Amortization of Goodwill and Related Core
    Deposit Intangible                                             191,106               196,750
  (Gains)Loss on Sales of Securities Available-for-Sale             92,175               (92,809)
  Gains on Calls of Securities Held-to-Maturity                    (67,626)              (12,360)
  (Gains)Loss on Disposal of Premises and Equipment                   (155)                5,757
  (Increase)Decrease in Income Taxes Receivable                   (677,000)             (357,313)
  Increase(Decrease) in Deferred Loan Fees                        (175,254)               53,258
  Increase in Interest Receivable                                 (554,655)             (474,045)
  Increase in Interest Payable                                     259,824                90,487
  (Increase)Decrease in Other Assets                               354,646              (347,972)
  Decrease in Other Liabilities                                   (126,950)              (38,299)
    Total Adjustments                                            1,502,324             1,902,641
NET CASH FROM OPERATING ACTIVITIES                               7,972,380             7,168,428
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from Sales of Securities Held-to-Maturity             1,473,972                     0
  Proceeds from Sales of Securities Available-for-Sale           5,629,808            11,432,672
  Proceeds from Maturities, Calls and Principal
    Reductions of Securities Held-to-Maturity                    6,497,657            14,560,586
  Proceeds from Maturities, Calls and Principal
    Reductions of Securities Available-for-Sale                  5,453,800            15,709,377
  Purchase of Securities Held-to-Maturity                      (30,277,271)          (13,256,340)


                                      -3-
  Purchase of Securities Available-for-Sale                     (6,304,139)          (29,553,414)
  Net Increase in Loans                                        (19,345,720)          (21,300,567)
  Recoveries of Loans Charged-Off                                  288,629               559,173
  Premises and Equipment Expenditures                           (1,288,144)           (2,131,986)
  Proceeds from Disposal of Premises and Equipment                  23,528                16,000
NET CASH FROM INVESTING ACTIVITIES                             (37,847,880)          (23,964,499)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net Increase in Deposits                                      15,275,399             6,264,493
  Net Decrease in Borrowed Funds                                 1,883,972               850,450
  Dividends Paid                                                (2,797,994)           (2,390,316)
  Proceeds from Shares Issued Under Dividend
    Reinvestment Plan                                              471,331               370,348
  Payments to Retire Common Stock                                 (402,340)
  Proceeds from Shares Issued Under Stock
    Option Plan                                                     62,998                93,785
NET CASH FROM FINANCING ACTIVITIES                              14,493,366             5,188,760
NET CHANGE IN CASH AND CASH EQUIVALENTS                        (15,382,134)          (11,607,311)
  Cash and Cash Equivalents at Beginning of Year                51,637,807            61,028,786
  Cash and Cash Equivalents at September 30                   $ 36,255,673          $ 49,421,475
CASH PAID DURING THE YEAR FOR:
  Interest                                                    $ 17,476,207          $ 13,433,872
  Income Taxes                                                $  3,020,000          $  1,927,817
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements
























                       -4-

                 SHORELINE FINANCIAL CORPORATION

      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

       The accompanying unaudited condensed consolidated financial
statements were prepared in accordance with Rule 10-01 of Regulation S-X
and the instructions for Form 10-Q and, therefore, do not include all
disclosures required by generally accepted accounting principles for
complete presentation of financial statements.  In the opinion of
management, the condensed consolidated financial statements contain all
adjustments (consisting only of normal recurring accruals) necessary to
present fairly the financial condition of Shoreline Financial Corporation
as of September 30, 1995 and December 31, 1994, and the results of its
operations for the three and nine months ended September 30, 1995 and
1994, and its cash flows for the nine months ended September 30, 1995
and September 30, 1994.  The results of operations for the nine months
ended September 30, 1995 are not necessarily indicative of the results
to be expected for the full year.

       FASB Standard No. 114 was adopted at January 1, 1995.  Under this
standard, loans considered to be impaired are reduced to the present value
of expected future cash flows or to the fair value of collateral, by
allocating a portion of the allowance for loan losses to such loans.  If
these allocations cause the allowance for loan losses to require increase,
such increase is reported as bad debt expense.  The effect of adopting
this standard was not material to the consolidated financial statements of
Shoreline Financial Corporation.

PRINCIPLES OF CONSOLIDATION

       The accompanying consolidated financial statements include the
accounts of Shoreline Financial Corporation and its wholly owned
subsidiary, Shoreline Bank.  All material intercompany accounts and
transactions have been eliminated in consolidation.

INVESTMENTS IN DEBT AND EQUITY SECURITIES

       Securities are classified into held-to-maturity, available-for-sale
and trading categories.  Held-to-maturity securities are those which the
Corporation has the positive intent and ability to hold to maturity, and
are reported at amortized cost.  Available-for-sale securities are those
which the Corporation may decide to sell if needed for liquidity, asset-
liability management or other reasons.  Available-for-sale securities are
reported at fair value, with unrealized gains or losses included as a
separate component of equity, net of tax.  Trading securities are bought
principally for sale in the near term, and are reported at fair value with

                       -5-
unrealized gains or losses included in earnings.  The Corporation did not
hold any securities considered for this category at any time during the
third quarter of 1995.

       Realized gains or losses are determined based on the amortized cost
of the specific security sold.

       During the nine-month period ended September 30, 1995, the proceeds
from sales of available-for-sale securities were $5,629,808, with gross
realized gains of $33,133 and gross realized losses of $125,308 from
those sales.  For this period, the change in net unrealized holding gains
on available-for-sale securities was an increase of $3.7 million.  There
were no sales or transfers of securities classified as held-to-maturity.

INTANGIBLE ASSETS

       Goodwill represents the excess of the purchase price over the net
value of tangible assets acquired and related core deposit intangibles
identified in branch acquisitions.  Goodwill is being amortized on a
straight-line basis for a period of ten years.  The related core deposit
intangibles are amortized on an accelerated basis over the estimated life
of the deposits acquired.  Goodwill totaled $192,437 and $222,290 at
September 30, 1995 and December 31, 1994, respectively.  Core deposit
intangibles totaled $2,207,785 and $2,369,038 at September 30, 1995 and
December 31, 1994, respectively.  These amounts are included in Other
Assets in the accompanying balance sheet.

INCOME TAXES

       Income tax expense for the quarter ended September 30, 1995 and
1994 is based upon the liability method, according to Statement of
Financial Accounting Standard No. 109, "Accounting for Income Taxes".
Certain income tax and expense items are reported in different time
periods for tax purposes.  Deferred or prepaid taxes are recorded in the
balance sheet for these temporary differences.

EARNINGS PER SHARE

       Earnings per share is computed by dividing net income by the
weighted average number of common shares outstanding and common equivalent
shares with a dilutive effect.  On May 4, 1995, the Board of Directors
declared a 5% stock dividend, payable June 15, 1995, to shareholders of
record on June 1, 1995.  Common equivalent shares are shares which may be
issuable to employees upon exercise of outstanding stock options.  The
average number of shares was 5,261,001 in the third quarter of 1995, and
5,217,122 in the third quarter of 1994.  The average number of shares was
5,250,956 in the nine months ended September 30, 1995 and 5,209,870 in the
nine months ended September 30, 1994.



                       -6-
NOTE  2 - INCOME TAXES

Components for the provision of federal income taxes are as follows:
<TABLE>
<CAPTION>
                                            September 30, 1995
<S>                                          <C>
Taxes currently payable                       $ 3,427,000
Deferred tax benefit                           (1,084,000)

    Income Tax Expense                        $ 2,343,000
</TABLE>

       The deferred income taxes are due primarily to the temporary difference
related to depreciation, bad debt deductions, mark-to-market of securities
held-for-sale and deferred loan fees.

       The difference between the provision for income taxes shown on the
statement of income and amounts computed by applying the statutory federal
income tax rate to income before tax expense is as follows:

<TABLE>
<CAPTION>
                                                 September 30, 1995
<S>                                                <C>
Income tax calculated at statutory
  federal rate of 34%                               $ 2,996,000
Increase (decrease) due to tax effect of
    Tax-exempt income                                  (845,000)
    Nondeductible expense and other                     192,000

    Income Tax Expense                              $ 2,343,000
</TABLE>

       The components of the net deferred tax asset recorded in the balance
sheet as of September 30, 1995 are as follows:

<TABLE>
<CAPTION>
<S>                                          <C>
Total deferred tax liabilities                $ (1,270,000)
Total deferred tax assets                        3,023,000
Total valuation allowance                                0

    Net Deferred Tax Asset                     $ 1,753,000
</TABLE>





                       -7-
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

FINANCIAL CONDITION

       Total deposits averaged $575.6 million during the third quarter of
1995. This represents a modest increase of approximately $700,000 over the
second quarter's average of $574.9 million. A comparison of the quarterly
averages for the first three quarters in 1995 follows:

<TABLE>
<CAPTION>
                                          Avg Bal        Avg Bal        Avg Bal
(000S)                                   3rd Qtr 95     2nd Qtr 95     1st Qtr 95
<S>                                     <C>            <C>            <C>
Non-Interest Bearing Demand Deposits     $  67,912      $  64,894      $  62,454
Interest-Bearing Demand Deposits            70,550         70,441         67,907
Savings Deposits                           185,431        184,261        184,703
Time Deposits                              251,736        255,390        247,797
     Total                               $ 575,629      $ 574,986      $ 562,861
</TABLE>

       In comparison to the second quarter of 1995, average demand
deposits increased $3 million which helped to offset the $3.6 million
decline in time deposits. The third quarter decline in time deposits was
seen primarily in the less than $100,000 category. Interest-bearing demand
deposits remained unchanged while average savings accounts increased by a
modest $1.2 million. At September 30, 1995, total deposits had increased
to $581.4 million as a result of  certain large corporate and municipal
depositor activity. Deposits totaled $566.1 million on December 31, 1994.

       Average total loans increased to $447.6 million during the third
quarter of 1995 compared to the previous quarter's average of $441.8
million. Shoreline's average mortgage loan portfolio increased $5 million
during the third quarter of 1995, partially due to the seasonality of home
buying activity. The consumer loan portfolio increased  approximately $3
million during the third quarter which helped to offset the $2.3 million
decline in commercial loans during the same period. At September 30, 1995,
total loans amounted to $455.7 million, an increase of  $19.2 million over
December 31, 1994.

       Total investments averaged $161.1 million in the third quarter of
1995. This compares to the second quarter's average of $164.4 million.
Average federal funds sold declined approximately $9.6 million during the
third quarter and averaged $11.3 million or 1.7% of total average assets.
US Treasury and Government Agency securities increased approximately $8.2
million during the third quarter while municipal securities declined $2
million.



                       -8-
       Shoreline continues to experience favorable trends in its level of
non-performing assets. Total non-performing assets at September 30, 1995
were $1.4 million, which represents .32% of Shoreline's total loan
portfolio at that date. This level of non-performing assets compares to
June 30, 1995's ratio .40% and December 31, 1994's ratio of .51%. Non-
performing assets include loans that are classified for regulatory
purposes as contractually past due 90 days or more, on non-accrual status
or "troubled debt restructurings" and other real estate owned.

       During the third quarter of 1995, Shoreline experienced net loan
charge-offs of only $30,074, which represents less than .01% of total
average loans. As a result of this favorable experience, the Corporation
lowered its quarterly provision for loan losses from $200,000 in both the
first and second quarters of 1995 to $175,000 in the third quarter of
1995. For the nine months ended September 30, 1995, net charge-offs
amounted to $48,333 or .01% of total average loans. At September 30, 1995,
the Corporation's allowance for loan losses amounted to $6,478,636 which
represents 1.42% of total loans and provides a coverage of over four times
the level of non-performing assets identified at September 30, 1995. At
December 31, 1994, the ratio of the allowance for loan losses to total
loans was 1.36%.

FUTURE TRANSACTIONS

       During the third quarter, regulatory authorities approved
outstanding agreements to purchase the South Haven, Michigan branch from
Great Lakes Bancorp and the Adamsville, Michigan branch from Old Kent
Bank. It is anticipated the Adamsville transaction will be consummated
during the fourth quarter of 1995. However, with the delay experienced in
obtaining regulatory approval, negotiations over the South Haven branch
have broken down and it is anticipated the transaction will not occur.

LIQUIDITY AND RATE SENSITIVITY

       During the third quarter of 1995, Shoreline's loan to deposit ratio
was 77.75%. This represents a slight increase from the second quarter
ratio of 76.8%. As noted previously, during the third quarter, average
federal funds sold represented 1.7% of the Corporation's total assets,
which compares to the second  quarter's ratio of 3.2%. Approximately $79.7
million or 53.1% of Shoreline's total securities portfolio was classified
as available-for-sale on September 30, 1995 and $386,000 of loans were
classified as held-for-sale. On September 30, 1995, Shoreline had
commitments to make or purchase loans, including the unused portion of
lines of credit, totaling $67.1 million.

       On September 30, 1995, the cumulative funding gaps of interest-
earning assets and interest-bearing liabilities for selected maturity
periods are illustrated as follows:



                       -9-

<TABLE>
<CAPTION>
                                         Repriceable or Maturing Within:

                                      0 to 3        0 to 12         0 to 5
(000S)                                Months        Months           Years
<S>                                <C>            <C>            <C>
Interest-earning assets
       Loans                        $ 157,534      $ 238,300      $ 409,543
       Securities                      10,920         28,986        107,877
       Federal funds sold              11,575         11,575         11,575

            Total                   $ 180,029      $ 278,861      $ 528,995

Interest-bearing liabilities
       Time deposits                $  55,989      $ 159,894      $ 250,203
       Demand deposits                 75,556         75,556         75,556
       Savings deposits               186,535        186,535        186,535
       Other borrowings                 4,759          4,759          9,759

            Total                   $ 322,839      $ 426,744      $ 522,053

Asset/(Liability) Gap               $(142,810)     $(147,883)     $   6,942
</TABLE>

This table indicates that total liabilities maturing or repricing
within one year exceed assets maturing or repricing within one year by
$147.9 million. The same presentation as of December 31, 1994 produced a
liability gap of $115.9 million. Competitive pressures and other
influences may cause certain assets and liabilities to mature or reprice
in other periods or at different volumes than indicated above.
Specifically, all demand and savings accounts are presented as repricing
in the 0-3 month period. Management believes that these types of accounts
are not as sensitive to changes in interest rates in the short term as
this presentation would indicate and that the positive funding gap in the
0-5 year period is more reflective of the Corporation's experience during
1994 and 1995.

CAPITAL RESOURCES

       Total shareholders' equity amounted to $62.5 million on September
30, 1995. Included in this total are net unrealized gains on available-for-
sale securities of $1.5 million. During the third quarter of 1995, the
Corporation's Board of Directors approved and paid a cash dividend of $.18
per share. A summary of Shoreline's capital position follows:






                      -10-
<TABLE>
<CAPTION>
                          September 30, 1995      December 31, 1994
<S>                             <C>                    <C>
Equity to assets                  9.52%                  9.02%
Tier I leverage                   8.96%                  8.65%
Risk-based:
    Tier I Capital               14.14%                 13.62%
    Total Capital                15.70%                 14.87%
</TABLE>

RESULTS OF OPERATIONS

       Net income for the quarter ended September 30, 1995 was $2,331,206,
an increase of  21.7% over the same period in 1994. Increased net
interest income along with a significant reduction in other expenses
produced the increase in earnings over the prior year. Shoreline's net
income for the preceding quarter was $2,096,309. For the nine months ended
September 30, 1995, net income totaled $6,470,056, which represents an
increase of $1,204,269 or 22.9% over the same period in 1994. Again,
increased net interest income and reduced other expenses helped to produce
the improved results. The following table illustrates the effect that
changes in rates and volumes of earning assets and interest-bearing
liabilities had on net interest income:

<TABLE>
<CAPTION>
                                        Three Months Ended September 30,

                                              1995            1994
<S>                                       <C>             <C>
(000S)
Interest Income (taxable equivalent)       $   13,330      $   11,774
Interest Expense                                6,058           4,755
       Net Interest Income                 $    7,272      $    7,019

Average Volume:
       Interest-Earning Assets             $  608,686      $  576,595
       Interest-Bearing Liabilities           516,427         500,212
            Net Differential               $   92,259      $   76,383

Average Yields/Rates:
       Yield on earning assets                  8.69%           8.10%
       Rate paid on liabilities                 4.65%           3.77%

            Interest Spread                     4.04%           4.33%

            Net Interest Margin                 4.74%           4.83%
</TABLE>


                      -11-
       The change in net interest income (in thousands) is attributable to
the following:

<TABLE>
<CAPTION>
                                       Volume       Rate        Inc/(Dec)
<S>                                  <C>          <C>           <C>
Interest-Earning Assets               $   674      $   882       $ 1,556
Interest-Bearing Liabilities              159        1,144         1,303

       Net Interest                   $   515      $  (262)      $   253
</TABLE>

<TABLE>
<CAPTION>
                                           Nine Months Ended September 30,

                                                  1995            1994
<S>                                          <C>              <C>
(000S)
Interest Income (taxable equivalent)          $   39,271       $  33,322
Interest Expense                                  17,736          13,524
       Net Interest Income                    $   21,535       $  19,798

Average Volume:
       Interest-Earning Assets                $  603,604       $ 573,382
       Interest-Bearing Liabilities              515,971         498,182
            Net Differential                  $   87,633       $  75,200

Average Yields/Rates:
       Yield on earning assets                     8.70%           7.75%
       Rate paid on liabilities                    4.60%           3.62%

            Interest Spread                        4.10%           4.11%

            Net Interest Margin                    4.77%           4.60%
</TABLE>

            The change in net interest income (in thousands) is
attributable to the following:

<TABLE>
<CAPTION>
                                     Volume        Rate       Inc/(Dec)
<S>                                <C>          <C>          <C>
Interest-Earning Assets             $ 1,789      $ 4,160      $ 5,949
Interest-Bearing Liabilities            523        3,689        4,212

       Net Interest                 $ 1,266      $   471      $ 1,737
</TABLE>

                      -12-
       The Corporation expensed $175,000 for the provision for loan losses
in the third quarter of 1995, reduced from the previous quarter's
provision of $200,000. For the nine months ended September 30, 1995,
Shoreline has provided $575,000 for the provision for loan losses which
compares to $550,000 during the first nine months in 1994. The provision
for loan losses is based upon loan loss experience and such other factors
which, in management's judgment, deserve current recognition in
maintaining an adequate allowance for loan losses.

       Total other income for the quarter ended September 30, 1995
amounted to $930,134, a decrease of $318,469 from the third quarter in
1994. A decline of approximately $322,000 in other income accounted for
this variance. The sale of the Corporation's credit card portfolio in
December of 1994 eliminated corresponding fee income in this area in 1995.
This change accounted for over $250,000 of the variance in the other
income category. A decline of $51,322 of deposit service charge income in
comparison to the third quarter of 1994 added to the overall decline in
other income.  Increased securities gains in the third quarter of 1995 in
comparison to the third quarter of 1994 helped to partially offset the
declines noted above. For the nine months ended September 30, 1995, total
other income amounted to $3,061,964, which is a decline of $415,479 from
the same period in 1994. Losses from the sale of securities totaling
$24,549 were recorded during the first nine months of 1995, which compares
to gains recorded during the same period in 1994 of $105,169, a reduction
of over $129,718. In addition, the sale of Shoreline's credit card
portfolio in December of 1994 has resulted in a $327,657 reduction in
related fee income through the first nine months of 1995.

       Total other expense amounted to $4,418,972 for the quarter ended
September 30, 1995. This represents a significant reduction of over
$695,000 or 13.6% from the same period in 1994. The reduction in the FDIC
insurance premiums from $.23 to $.04 per $100 of deposits retroactive to
June 1, 1995 reduced Shoreline's FDIC expense in the third quarter to
zero. FDIC insurance expense during the third quarter of 1994 was
approximately $305,000. Advertising and public relations expense decreased
approximately $160,000 from the third quarter of 1994 to the third quarter
of 1995. The expense in 1994 was increased as a result of the advertising
campaign associated with the merger of Shoreline's two affiliate banks.
Finally, credit card processing expense decreased approximately $161,000
from the third quarter of 1994 to the third quarter of 1995. As mentioned
above, the sale of the Corporation's credit card portfolio caused this
decrease.

       For the nine months ended September 30, 1995, total other expense
amounted to $14,175,015, which compares to $14,723,922 recorded during the
same period in 1994, a decrease of $548,907 or 3.7%. Personnel expense
remained virtually unchanged in comparison to the same period in 1994.
Occupancy and equipment expense increased 5.8% through the first nine
months of 1995 primarily the result of increased equipment depreciation


                      -13-
and amortization. This increase was more than offset by the $667,613
decrease in other expense. As mentioned previously, reduced FDIC insurance
premiums, advertising and public relations and credit card processing
expense accounted for the majority of this decrease in comparison to the
first nine months in 1994.

       Shoreline's ratio of total other expenses to total average assets
decreased from 3.19% during the nine months ended September 30, 1994 to
2.94% in the nine months ended September 30, 1995. Over the same period of
time, Shoreline's efficiency ratio has declined from 63.20% to 57.00%.
Currently, legislators are contemplating a special one-time assessment on
deposits covered by the Savings Association Insurance Fund that are held by
financial institutions which, if enacted during the fourth quarter, would
negatively impact Shoreline's efficiency ratio.

       In summary, Shoreline's net income of $2,331,206 for the third
quarter of 1995 produced a return on average shareholders' equity of
15.20% and a return on average assets of 1.42%.  This compares to the
prior year's ratios of 13.65% and 1.22%, respectively. On a year-to-date
basis, Shoreline's return on average shareholders' equity stands at 14.48%
and its return on average assets is 1.34%.  This compares to the prior
year's ratios of 12.86% and 1.14%, respectively.  Earnings per share
through September 30, 1995 were $1.23 and dividends per share were $.53,
which produces a dividend payout ratio of 43.1%.  Earnings per share
through September 30, 1994 were $1.01 and dividends per share were $.46.


























                      -14-
                            PART II - OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

           Shoreline Bank is a party, as plaintiff or defendant, to a
number of legal proceedings, none of which is considered material, and all
of which arose in the normal course of its operations.



ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

       (a)  Exhibits.  The following documents are filed as exhibits to
this report on Form 10-Q:

       Exhibit
       Number                        Document


        3.1       Restated Articles of Incorporation.  Previously filed as
                  Exhibit 1(a) to the registrant's Quarterly Report on Form
                  10-Q for the period ended June 30, 1994.  Here incorporated
                  by reference.

        3.2       Bylaws.  Previously filed as Exhibit 3(b) to the
                  registrant's Form S-1 Registration Statement filed March
                  23, 1990.  Here incorporated by reference.

        27        Financial Data Schedule

       (b)  No reports on Form 8-K were filed during the quarter for which
this report is filed.


















                      -15-
                           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.


                                     SHORELINE FINANCIAL CORPORATION
                                              (Registrant)


Date November 14, 1995               By /S/ DAN L. SMITH
                                        Dan L. Smith
                                        Chairman, President and Chief
                                          Executive Officer

Date November 14, 1995               By /S/ WAYNE R. KOEBEL
                                        Wayne R. Koebel
                                        Executive Vice President, Chief
                                          Financial Officer, Secretary
                                          and Treasurer





























                      -16-
                          EXHIBIT INDEX


       Exhibit
       Number                        Document


        3.1       Restated Articles of Incorporation.  Previously filed as
                  Exhibit 1(a) to the registrant's Quarterly Report on Form
                  10-Q for the period ended June 30, 1994.  Here incorporated
                  by reference.

        3.2       Bylaws.  Previously filed as Exhibit 3(b) to the
                  registrant's Form S-1 Registration Statement filed March
                  23, 1990.  Here incorporated by reference.

        27        Financial Data Schedule

































                      -17-