SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                       
                                 FORM 10 - Q


  X   Quarterly report pursuant to Section 13 or 15 (d) of the Securities 
______Exchange Act of 1934

For the quarter ended September 30, 1995
                      __________________ 

or

_____Transition report persuant to Section 13 or 15 (d) of the Securities 
Exchange Act of 1934

For the transition period from ___________________ to ________________

Commission File Number           0 - 16123
                               ______________
                               Bethel Bancorp
                           ______________________
           (Exact name of registrant as specified in its charter)

                 Maine                             01 - 0425066
________________________________      ___________________________________       
(State or other jurisdiction of 
incorporation or organization)        (I.R.S. Employer Identification No.)

489 Congress Street, Portland, Maine                    04101
________________________________________             ___________
(Address of principal executive offices)              (Zip Code)

                                (207) 772 - 8587
          ___________________________________________________________
               Registrant's telephone number, including area code

                               Not Applicable
_____________________________________________________________________________
             Former name, former address and former fiscal year, 
             if changed since last report.

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 periods 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            
                                                  ___________         _________

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE 
PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and 
reports required to be filed by Section 12, 13 or 15 (d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities 
under a plan confirmed by a court.

Not Applicable

APPLICABLE ONLY TO CORPORATE ISSUERS

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

Shares outstanding as of October 31, 1995:  597,625 of common stock, 
$1.00 par value per share.
------------------------------------------------------------------------------
                                     
                       BETHEL BANCORP AND SUBSIDIARIES
                              Table of Contents
                                       
                                                                

Part I.   Financial Information

     Item 1.   Financial Statements (unaudited)

          Consolidated Balance Sheets
            September 30, 1995 and June 30, 1995

          Consolidated Statements of Income
            Three Months ended September 30, 1995 and 1994

          Consolidated Statements of Changes in Shareholders' Equity
            Three Months ended September 30, 1995 and 1994       

          Consolidated Statements of Cash Flows
            Three Months ended September 30, 1995 and 1994 

          Notes to Financial Statements     

     Item 2.   Management's Discussion and Analysis of Financial Condition
                 and Results of Operation        

Part II.  Other Information

     Items 1 - 6.                                       

     Signature Page                  

     Index to Exhibits               


<TABLE>
<CAPTION>
                       BETHEL BANCORP AND SUBSIDIARIES
                         Consolidated Balance Sheets
                                       
                                             September 30,         June 30,
                                                1995                 1995
                                           _______________      ______________
<S>                                        <C>                  <C>            
Assets                                                                         
Cash and due from banks                    $   4,761,715        $   3,855,648
Interest bearing deposits in other banks         422,542              367,423
Federal Home Loan Bank overnight deposits     11,985,284           10,517,000
Trading account securities at market                  --                1,375
Available for sale securities                 10,174,285           10,148,251
Federal Home Loan Bank stock                   2,150,000            2,150,000
Loans held for sale                            1,144,910              528,839
Due from broker                                       --              941,407
                                                                              
Loans                                        168,193,097          170,442,082
  Less deferred loan origination fees            313,161              302,178
  Less allowance for loan losses               2,494,000            2,396,000
                                           _______________       ______________
    Net loans                                165,385,936          167,439,672
                                                                              
Bank premises and equipment, net               3,844,077            3,873,278
Real estate held for investment                  488,982              452,479
Other real estate owned                        1,100,915            1,068,454
Goodwill (net of accumulated amortization                                      
 of $705,481 at 9/30/95 and                                                    
 $631,146 at 6/30/95)                          2,792,491            2,866,826
Other assets                                   3,021,581            2,994,253
                                           _______________       ______________
    Total Assets                             207,272,718          207,509,137
                                           ===============       ==============
                                                                               
Liabilities and Shareholders' Equity                                            
Liabilities                                                                     
Deposits                                   $ 147,771,292        $ 147,119,870
Repurchase Agreements                          3,790,036            2,585,387
Advances from Federal Home Loan Bank          33,700,000           35,700,000
Notes payable                                  1,882,408            2,010,091
Due to broker                                         --              989,062
Other Liabilities                              1,835,950            1,829,449
                                           _______________       _____________
  Total Liabilities                          188,979,686          190,233,859
                                                                              
Shareholders' Equity                                                         
Preferred stock, Series A,                                                    
 45,454 shares issued and outstanding            999,988              999,988
Preferred stock, Series B,
 71,428 shares issued and outstanding            999,992              999,992
Common stock, par value $ 1, issued                                           
 and outstanding, 597,625 shares at                                            
 9/30/95 and 547,502 at 6/30/95                  597,625              547,502
Additional paid in capital                     5,295,580            4,643,059
Retained earnings                             10,523,071           10,180,244
                                           _______________      ______________
                                              18,416,256           17,370,785
Net unrealized loss on available                                              
 for sale securities                            (123,224)             (95,507)
                                           _______________      ______________ 
  Total Shareholders' Equity                  18,293,032           17,275,278
    Total Liabilities and Shareholders'
      Equity                               $ 207,272,718        $ 207,509,137
                                           ===============      ==============

                                                                               
                                                                               
                       BETHEL BANCORP AND SUBSIDIARIES                       
                      Consolidated Statements of Income                         
                                                                               
                                                   Three Months Ended          
                                                       September 30,          
                                                1995                 1994     
                                           _______________      ______________ 
Interest and Dividend Income                                                  
Interest on FHLB overnight deposits        $     181,565        $      92,286
Interest on loans & loans held for sale        4,098,163            3,577,983
Interest on investment securities &                                          
 available for sale securities                   160,580              172,626
Dividends on Federal Home Loan Bank stock         36,850               49,403
Other Interest Income                              5,498                6,903
                                           _______________      ______________  
  Total Interest Income                        4,482,656            3,899,201
                                                                              
Interest Expense                                                             
Deposits                                       1,635,482            1,152,639
Repurchase agreements                             33,913                  --    
Other borrowings                                 599,959              635,636
                                           _______________      ______________
  Total Interest Expense                       2,269,354            1,788,275
                                           _______________      ______________
                                                                                
Net Interest Income                            2,213,302            2,110,926
Provision for loan losses                        147,855              180,317
                                           _______________      ______________
  Net Interest Income after                                                   
     Provision for Loan Losses                 2,065,447            1,930,609
                                                                               
Other Income                                                                    
Service charges                                  281,609              219,693
Available for sale securities gains (losses)     120,593                3,945
Gain (Loss) on trading account                        --               13,147
Other                                            212,091              159,821
                                           _______________      ______________ 
  Total Other Income                             614,293              396,606
                                                                              
Other Expenses                                                                 
Salaries and employee benefits                 1,043,248              928,641
Net occupancy expense                            121,896              103,403
Equipment expense                                168,288              142,222
Goodwill amortization                             74,335               31,264
Other                                            608,156              486,728
                                           _______________      ______________
  Total Other Expenses                         2,015,923            1,692,258
                                           _______________      ______________ 
                                                                              
Income Before Income Taxes                       663,817              634,957
Income tax  expense                              242,180              229,245
                                           _______________      ______________  
Net Income                                 $     421,637        $     405,712
                                           ===============      ============== 
                                                                             
Earnings Per Share                                                             
  Primary                                  $        0.64        $        0.60
  Fully Diluted                            $        0.58        $        0.55

</TABLE>

<TABLE>
<CAPTION>
                   BETHEL BANCORP AND SUBSIDIARIES                             
       Consolidated Statements of Changes in Shareholders' Equity              
            Three Months Ended September 30, 1995 and 1994         
                                                                                                   Net
                                                                                                Unrealized
                                                                                               Gains(Losses)                 
                                                            Additional                         on Available              
                                 Common       Preferred      Paid - In           Retained       for Sale           
                                  Stock         Stock         Capital             Earnings      Securities        Total   
                              ____________   ____________   ____________        ____________   ____________   ____________
<S>                           <C>            <C>            <C>                 <C>            <C>            <C>         
Balance at June 30, 1994      $   547,400    $ 1,999,980    $ 4,640,968         $ 9,006,038    $  (438,023)   $15,756,363
Net income for three months                                                 
  ended September 30,1994             --             --             --              405,712             --        405,712
Dividends paid on common 
  stock                               --             --             --              (43,792)            --        (43,792)
Dividends paid on preferred 
  stock                               --             --             --              (35,000)            --        (35,000)
Net change in unrealized 
  losses on securities 
  available for sale                  --             --             --                   --         (5,570)        (5,570)
                              ____________   ____________   ____________        ____________   ____________   ____________
Balance September 30, 1994    $   547,400    $ 1,999,980    $ 4,640,968         $ 9,332,958    $  (443,593)   $16,077,713
                              ============   ============   ============        ============   ============   ============
                                                                                                                           
Balance at June 30, 1995      $   547,502    $ 1,999,980    $ 4,643,059         $10,180,244    $   (95,507)   $17,275,278
Net income for three months                                                   
  ended September 30, 1995            --             --             --              421,637            --         421,637
Dividends paid on common 
  stock                               --             --             --              (43,810)           --         (43,810)
Dividends paid on preferred 
  stock                               --             --             --              (35,000)           --         (35,000)
Issuance of common stock              123            --           2,522                 --             --           2,645
Common stock warrants 
  exercised                        50,000            --         650,000                 --             --         700,000
Net change in unrealized 
  losses on securities 
  available for sale                  --             --             --                  --         (27,717)       (27,717)
                              ____________   ____________   ____________        ____________   ____________   ____________
Balance September 30, 1995    $   597,625    $ 1,999,980    $ 5,295,581         $10,523,071    $  (123,224)   $18,293,033
                              ============   ============   ============        ============   ============   ============
</TABLE>

<TABLE>
<CAPTION>
                       BETHEL BANCORP AND SUBSIDIARIES                         
                    Consolidated Statements of Cash Flow                       

                                                   Three Months Ended
                                                       September 30,    
                                                1995                1994
                                          _______________      ______________
<S>                                      <C>                  <C>               
Cash provided by operating activities     $        6,862       $      93,112
                                                                             
Cash flows from investing activities:                                         
  Held to maturity securities purchased             --              (165,000)
  Held to maturity securities matured               --                56,271
  Available for sale securities purchased     (8,572,245)            (20,389)
  Available for sale securities principal                                      
    reductions                                   154,533              63,527
  Available for sale securities sold           8,467,522                --    
  New loans, net of repayments & charge offs   2,146,169          (3,468,900)
  Net capital expenditures                      (107,654)            (89,381)
  Real estate owned sold                           8,157             251,220
  Real estate held for investment purchased      (56,096)            (21,905)
  Real estate held for investment sold            30,000                --    
                                           _______________     _______________
    Net cash provided by (used in)                                             
      investing activities                     2,070,386          (3,394,557)
                                                                                
Cash flows from financing activities:                                          
  Net change in deposits                         651,422           2,142,828
  Net change in repurchase agreements          1,204,649                --    
  Dividends paid                                 (78,810)            (78,792)
  Proceeds from stock issuance                   702,645                --    
  Net (decrease) increase in advances                                         
    from Federal Home Loan Bank of Boston     (2,000,000)          1,300,000
  Net change in notes payable                   (127,683)           (252,462)
                                           _______________     _______________
    Net cash provided by financing                                             
       activities                                352,223           3,111,574
                                           _______________     _______________
    Net (decrease) increase in cash                                           
      and cash equivalents                     2,429,471            (189,871)

Cash and cash equivalents,                                                     
 beginning of period                          14,740,070          11,336,505
                                           _______________      ______________
Cash and cash equivalents,                                                     
 end of period                               $17,169,541         $11,146,634
                                           ===============      ==============

                                                                               
Cash and cash equivalents include cash                                        
 on hand, amounts due from banks, interest                                     
 bearing deposits and federal funds sold                                       
                                                                               
Supplemental schedule of noncash                                               
 investing activities:                                                         
                                                                               
Net increase (decrease) in valuation                                           
 for unrealized market value adjustments                                       
 on available for sale securities                (27,717)             (5,570)
                                                                                
Net transfer (to) from Loans to                                                
 Other Real Estate Owned                        (251,771)            481,829

Supplemental disclosure of cash paid during
the period for:

Income taxes paid, net of refunds                  1,500              27,500
Interest paid                                  2,278,724           1,787,528 



                     BETHEL BANCORP AND SUBSIDIARIES
                  Notes to Consolidated Financial Statements
                              September 30, 1995

1.   Basis of Presentation
     _____________________
The accompanying unaudited condensed and consolidated financial statements 
have been prepared in accordance with generally accepted accounting principles 
for interim financial information and with the instructions to Form 10-Q and 
Article 10 of Regulation S-X.  Accordingly, they do not include all of the 
information and footnotes required by generally accepted accounting principles 
for complete financial statements. In the opinion of management, all 
adjustments (consisting of normal recurring accruals) considered necessary 
for a fair presentation have been included.  Operating results for the 
three month period ended September 30, 1995 are not necessarily indicative of 
the results that may be expected for the year ending June 30, 1996.  For 
further information, refer to the audited consolidated financial statements 
and footnotes thereto for the fiscal year ended June 30, 1995 included in the 
Company's annual report on Form 10-K.

2.   Securities
     __________
Securities available for sale at the carrying and approximate market values are
summarized below.


</TABLE>
<TABLE>
<CAPTION>
                             September 30, 1995             June 30, 1995
                        _________________________    _________________________
                                       Market                         Market
                              Cost      Value           Cost           Value    
                        ____________ ____________    ____________ ____________
<S>                     <C>          <C>             <C>          <C>         
Debt securities issued                                                         
 by the U.S. Treasury                                                          
 and other U.S.                                                                
 Government corporations                                                       
 and agencies            $   250,000  $   239,225     $   250,000  $   239,225
Corporate bonds              149,611      142,308         149,599      141,436
Mortgage-backed                                                              
 securities                9,405,703    9,326,846       9,315,419    9,297,505
Equity securities            555,675      465,906         577,939      470,085
                        ____________ ____________    ____________ ____________
                         $10,360,989  $10,174,285     $10,292,957  $10,148,251
                        ============ ============    ============ ============
                                                                              
                            September 30, 1995              June 30, 1995     
                        _________________________    _________________________  
                                       Market                        Market  
                           Cost         Value            Cost         Value   
                        ____________ ____________    ____________ ____________ 
                                                                             
Due in one year                                                              
 or less                       --           --              --           --    
Due after one year                                                           
 through five years            --           --              --           --    
Due after five years                                                           
 through ten years           399,611      381,533         399,599      380,661
Due after ten years            --           --              --           --    
Mortgage-backed                                                                
 securities (including                                                         
 securities with interest                                                      
 rates ranging from                                                            
 5.15% to 8.5% maturing                                                        
 December 2007 to                                                              
 November 2024)            9,405,703    9,326,846       9,315,419    9,297,505
Equity securities            555,675      465,906         577,939      470,085
                        ____________ ____________    ____________ ____________
                         $10,360,989  $10,174,285     $10,292,957  $10,148,251
                        ============ ============    ============ ============
</TABLE>
                                                                               
                                                                             
3.   Allowance for Loan Losses                                               
     _________________________                                                 
The following is an analysis of transactions in the allowance for loan losses:
                                                                               
<TABLE>
<CAPTION>        
                                                  Three Months Ended
                                                     September 30,             
                                          ___________________________________
                                                1995                1994  
                                          _______________      ______________
<S>                                       <C>                  <C>             
Balance at beginning of year               $   2,396,000       $   2,463,000 
Add provision charged to operations              147,855             180,317 
Recoveries on loans previously charged off         6,842              12,897 
                                          _______________      ______________
                                               2,550,697           2,656,214
  Less loans charged off                          56,697              14,214
                                          ______________       ______________
  Balance at end of period                 $   2,494,000       $   2,642,000
                                          ==============       ==============
</TABLE>

4.   Advances from Federal Home Loan Bank
     ____________________________________

A summary of borrowings from the Federal Home Loan Bank is as follows:

<TABLE>
<CAPTION>
                                    September 30, 1995                          
                _______________________________________________________
                  Principal            Interest              Maturity    
                  Amounts                Rates                 Dates    
                <C>             <C>                       <C>  
                _____________   _______________________   _____________
                $ 23,700,000         3.98% - 7.65%             1996          
                   6,000,000         5.17% - 8.30%             1997       
                   3,000,000         4.97% - 5.08%             1998      
                   1,000,000             5.75%                 1999       
                _____________                                                 
                $ 33,700,000                                                   
                =============                                                
                                                                             
                                      June 30, 1995                             
                _________________________________________________________      
                  Principal            Interest              Maturity         
                  Amounts                Rates                 Dates         
                _____________   _______________________   _______________      
                $ 25,400,000         4.41% - 7.65%             1996            
                   5,300,000         5.17% - 8.30%             1997           
                   4,000,000         4.97% - 6.35%             1998           
                   1,000,000             5.75%                 1999           
                _____________                                              
                $ 35,700,000                                              
                =============                                            

5.   Acquisition
     ___________
The subsidiaries of Bethel Bancorp, Bethel Savings Bank, F.S.B. and Brunswick 
Federal Savings, F.A., acquired four branches from Key Bank of Maine on 
October 28, 1994.  Bethel Savings Bank, F.S.B. acquired the Buckfield and 
Mechanic Falls branches from Key Bank.  Brunswick Federal Savings, F.A. 
acquired the Lisbon Falls and Richmond branches from Key Bank.  The total 
deposits and repurchase agreements acquired from the four branches were 
$27,749,000.  The premium paid to Key Bank for these deposits was 
$1,590,228.  The cost of the real estate, buildings, and equipment purchased 
from Key Bank was $498,500.

6.   Reserve for Credit Losses
     _________________________
Effective July 1, 1995, the Company adopted Financial Accounting Standards 
Board (FASB) Statement No. 114,"Accounting by Creditors for Impairment of a 
Loan"(SFAS No. 114) as amended by SFAS No. 118,"Accounting by Creditors for 
Impairment of a Loan-Income Recognition and Disclosures"(SFAS No. 118).  SFAS 
114 and 118, taken together, require the Company to identify impaired loans 
and generally value them at the lower of (i) the present value of expected cash
flows discounted at the loan's effective interest rate or (ii) the loan's 
observable market price or (iii) fair value of the loan's collateral, if the 
loan is collateral dependent. The two statements, in connection with recent 
regulatory guidance, require the Company to reclassify its in-substance 
foreclosures to loans and disclose them as impaired loans.

Commercial and commercial real estate loans, with balances to one borrower 
greater than $25,000, are considered impaired when it is probable that the 
Company will not collect all amounts due in accordance with the contractual 
terms of the loan. Except for certain restructured loans, impaired loans are 
loans on non-accrual status. Residential mortgage loans and consumer 
installment loans are considered homogenous loans that will be reserved for 
under the Company's general reserve analysis. The Company's policy for charging
off loans to the reserve is 120 days delinquent for consumer installment loans 
and for all other loans when a loss has been determined. The Company policy for
an insignificant delay in payments is when the contractual payment is up to 60 
days delinquent and considers an immaterial shortfall in payments to be 10% or 
less of the contractual payment amount due. Upon adoption of SFAS 114 and 118, 
the Company did not change its method of recognizing interest income on 
impaired loans. When a loan is placed on non-accrual status, all interest 
previously accrued, but not collected, is reversed against interest income. 
Subsequent cash receipts are amortized and applied to principal and interest
based on the contractual terms of the non-accrual loan. Impaired loans are 
returned to accrual status and are no longer considered impaired when they 
become current, as to principal and interest, and demonstrate a period of 
performance under the contractual terms, and, in management's opinion, are 
fully collectable.  Residential and consumer installment loans are returned to 
accrual status when the contractual payments are less than 90 days delinquent 
and in management's opinion are fully collectable. 

Loans which were restructured prior to the adoption of SFAS No. 114, and which 
are performing in accordance with the renegotiated terms are not required to be
reported as impaired. Loans restructured subsequent to the adoption of SFAS 
No. 114 are required to be reported as impaired in the year of restructuring. 
Thereafter, such loans can be removed from the impaired loan disclosure if the 
loans were paying a market rate of interest at the time of restructuring and 
are performing in accordance with their renegotiated terms.

In accordance with SFAS No. 114, a loan is classified as an in-substance 
foreclosure when the Company has taken possession of the collateral regardless 
of whether formal foreclosure proceedings have taken place. Loans classified as
in-substance foreclosures prior to adoption of SFAS No. 114, but for which the 
Company had not taken possession of the collateral was $304,232 at 
September 30, 1995 and at June 30, 1995. This balance was reclassified from 
real state owned to loans for the comparable periods on the consolidated 
balance sheets and did not have a significant effect on the financial position,
liquidity or results of operations of the Company.

At September 30, 1995, the recorded investment in impaired loans was $411,027 
of commercial loans and $1,486,541 of commercial real estate loans, for a total
of $1,897,568, all of which were on non-accrual status. Included in this amount
is $1,269,493 of impaired loans for which the related impairment reserve is 
$578,529, and $628,075 of impaired loans which do not require an impairment 
reserve. The average recorded investment in impaired loans during the quarter 
was $1,404,402. The amount of interest income recognized on impaired loans
during the quarter was $28,991. The allowance for loan losses contains 
$1,915,000 for homogenous loans as deemed necessary to maintain reserves at 
levels considered adequate by management.

7.   Subsequent Events
     _________________
The Company announced at its annual meeting, held on October 18, 1995, a 100% 
stock dividend for all shareholders of record on December 1, 1995, to be paid 
as of December 15, 1995.  Based on the 597,625 shares of common stock 
outstanding, reported as of September 30, 1995, the effect of the stock 
dividend would increase the outstanding shares to 1,195,250 common.  The 
Company anticipates continuing the annual dividend of $.32 per share, resulting
in an increase in yield to shareholders.  The Company has the ability to pay
dividends from the subsidiaries to the holding company.  Due to this ability, 
the effect of increasing the dividend payout to common stock shareholders will 
not have a significant effect on the financial position, liquidity or results 
of operations of the Company.  If the stock dividend had occured during the 
current period, earnings per share would have been reported as $.32 per share 
primary and $.29 fully diluted at September 30, 1995 versus $.30 per share 
primary and $.28 fully diluted at September 30, 1994. 


                        BETHEL BANCORP AND SUBSIDIARIES
                                    Part I.

Item 2. Management's Discussion and Analysis of Financial Condition and Results
        _______________________________________________________________________
        of Operation
        ____________

Financial Condition 
___________________
Total consolidated assets were $207,272,718, which was a decrease of
$236,419 for the three months ended September 30, 1995, when compared to
June 30, 1995.  Total loans decreased by $2,248,985, while loans held for
sale and cash equivalents increased by $616,071 and $2,429,470, respectively
during the same period.  Total deposits increased by $651,422, total repurchase
agreements increased by $1,204,649, and total borrowings from the Federal 
Home Loan Bank (FHLB) decreased by $2,000,000 from June 30, 1995 to
September 30, 1995.

Cash and due from banks has increased by $906,067, from fiscal year end, due 
to large cash items clearing through the Federal Reserve Bank and the Maine 
clearing house on September 30, 1995.  FHLB overnight deposits increased by 
$1,468,284 due to the cash provided by increased deposits and repurchase 
agreements as well as the principal reduction in the loan portfolio.

Total loans decreased by $2,248,985 for the three months ended September 30, 
1995.  The total principal decrease was primarily due to regular principal 
payments on the loan portfolio as well as principal reductions from portfolio
loan pay-offs.  The Company's local market as well as the secondary market has 
become very competitive for loan volume.  The local competitive environment and
customers response to favorable secondary market rates has effected the 
Company's ability to increase the loan portfolio.  In the effort to increase 
loan volume, the Company's offering rates for its loan products has been 
reduced to compete in the various markets.  The decrease in loan rates will 
result in some margin compression to the Company.  Loans held for sale 
increased by $616,071 due to the increased volume of mortgage loans sold and 
still pending closure to Freddie Mac and Fannie Mae.  The increased volume 
was due to favorable secondary market rates during the Company's first 
quarter.  The loan portfolio contains elements of credit and interest rate 
risk.  The Company primarily lends within its local market areas, which  
management believes helps them to better evaluate credit risk.  The Company 
also maintains a well collateralized position in real estate mortgages. 
Residential real estate mortgages make up 69% of the total loan portfolio, in 
which 48% of the residential loans are variable rate products.  It is 
management's intent to increase the volume in variable rate residential 
loans, by selling fixed rate loans to the secondary market and marketing 
portfolio variable rate loans, to reduce the interest rate risk in this area.  
Fourteen percent of the Company's total loan portfolio balance is commercial 
real estate mortgages. Similar to the residential mortgages, the Company 
tries to mitigate credit risk by lending in its local market area as well as 
maintaining a well collateralized position in the real estate.  The commercial 
real estate loans have minimal interest rate risk as 87% of the portfolio 
consists of variable rate products.  Commercial loans make up 7 % of the total 
loan portfolio, in which 91% of its balance are variable rate instruments.  
The credit loss exposure on commercial loans is highly dependent on the cash 
flow of the customer's business.  The Bank's attempt to mitigate losses in 
commercial loans through lending in accordance to the Company's credit 
policies.  Consumer and other loans make up 10% of the loan portfolio.  Since 
these loans are primarily fixed rate products, they have interest rate risk 
when market rates increase.  These loans also have credit risk with, at times,
minimal collateral security. Management attempts to mitigate these risks by 
keeping the products offered short-term, receiving a rate of return equal to 
the measured risks, and lending to individuals in the Company's known market 
areas.

Other real estate owned has increased by $32,461 from June 30, 1995 to 
September 30,1995.  On July 1, 1995 the Company adopted FASB Statement of 
Financial Accounting Standards Nos. 114 and 118.  The adoption resulted in the 
reclassification of in-substance foreclosure loans to impaired loans. SFAS 114 
and 118, taken together, require the Company to identify impaired loans and 
generally value them at the lower of (i) the present value of expected future 
cash flows discounted at the loan's original effective interest rate or (ii) 
the loan's observable market price or (iii) fair value of the loan's 
collateral, if the loan is collateral dependent.  The two statements, in 
connection with recent regulatory guidance, require the Company to reclassify 
its in-substance foreclosures to loans and disclose them as impaired loans.  
The effect of SFAS 114 and 118 did not have a significant effect on the 
financial position, liquidity or results of operations of the Company and is 
more fully discussed in footnote 6 to the financial statements.

Both Banks continue to attract new deposit relationships.  Total deposits were 
$147,771,292 and securities sold under repurchase agreements were $3,790,036 as
of September 30, 1995.  These amounts represent increases of $651,422 and 
$1,204,649, respectively, when compared to June 30, 1995.  Brokered deposits 
represented $8,301,214 of the total deposits for the quarter ended September 
30, 1995 and decreased by $486,487 when compared to June 30, 1995's 
$8,787,701 balance.  The Company utilizes, as alternative sources of funds, 
brokered CD's when the national brokered CD interest rates are less than the 
interest rates on local market deposits.  Brokered deposits are similar to 
local deposits, in that both are interest rate sensitive with the respect to 
the Company's ability to retain the funds.  Total advances from the Federal 
Home Loan Bank were $33,700,000 as of September 30, 1995, for a decrease of 
$2,000,000 when compared to June 30, 1995.  The cash received from loan 
principal repayments as well as the increase in deposits and repurchase 
agreements was utilized to reduce FHLB advances.  The Company's current advance
availability, subject to the satisfaction of certain conditions, is 
approximately $57,700,000 over and above the September 30, 1995 advances 
reported. Mortgages, free of liens, pledges and encumbrances are required to be
pledged to secure FHLB advances.  The Company utilizes Federal Home Loan Bank 
advances, as alternative sources of funds, when the interest rates of the 
advances are less than market deposit interest rates and to fund short-term 
liquidity demands for loan volume.  With the borrowing capacity at the Federal 
Home Loan Bank and the continued growth in bank deposits and repurchase 
agreements, management believes that the Company's available liquidity 
resources are sufficient to support future loan growth.

Notes payable has decreased by $127,683 due to principal payments.


Total equity of the Company was at $18,293,032 as of September 30, 1995 versus 
$17,275,278 at June 30, 1995.  On September 8, 1995 Square Lake Holding 
Corporation exercised 50,000 warrants at an aggregate price of $700,000, 
to be utilized as general working capital.  The exercise of these warrants 
contributed to the growth of the Company's total equity in the September 30, 
1995 quarter.  Warrants outstanding were 66,882 as of September 30, 1995.  Book
value per common share was $27.26 as of September 30, 1995 versus $27.90 at 
June 30, 1995.  Total equity to total assets of the Company as of September 30,
1995 was 8.83%.


At September 30, 1995, the Banks' regulatory capital was in compliance with 
regulatory capital requirements as follows:


</TABLE>
<TABLE>
<CAPTION>
                                                                Brunswick
                                           Bethel Savings    Federal Savings,
                                            Bank, F.S.B.           F.A.
                                           ______________     ______________
<S>                                        <C>                <C>  
Capital Requirements:                                                         
Tangible capital                           $   1,568,000      $   1,487,000  
Percent of tangible assets                          1.50%              1.50%
Core capital                               $   3,137,000      $   2,975,000
  Percent of adjusted tangible assets               3.00%              3.00%
Leverage capital                           $   4,182,000      $   3,966,000
Percent of adjusted leverage assets                 4.00%              4.00%
Risk-based capital                         $   5,716,000      $   4,547,000
  Percent of risk-weighted assets                   8.00%              8.00%
                                                                              
Actual:                                                                        
Tangible capital                           $   8,103,000      $   7,619,000
  Percent of adjusted total assets                  7.75%              7.68%
  Excess of requirement                    $   6,535,000      $   6,132,000
Core capital                               $   8,103,000      $   7,619,000
  Percent of adjusted tangible assets               7.75%              7.68%
  Excess of requirement                    $   4,966,000      $   4,644,000
Leverage capital                           $   8,103,000      $   7,619,000
  Percent of adjusted leverage assets               7.75%              7.68%
  Excess of requirement                    $   3,921,000      $   3,653,000
Risk-based capital                         $   8,530,000      $   8,332,000
  Percent of risk-weighted assets                  11.94%             14.66%
  Excess of requirement                    $   2,814,000      $   3,785,000

</TABLE>

The carrying value of securities available for sale of the Company was 
$10,174,285, which is $186,704 less than the cost of the underlying securities,
at September 30, 1995.  The difference from the cost and the carrying value of 
the securities was primarily due to the change in current market rates from 
the rates at the time of purchase.  The Company has primarily invested in 
mortgage-backed securities.  Primarily, all of the mortgage-backed securities 
are high grade government backed securities.  Management believes that the 
yields currently received on this portfolio are satisfactory.  As in any long 
term earning asset in which its earning rate is fixed, mortgage-backed 
securities have a risk in its market value declining when market interest rates
increase from the time of purchase.  Since these mortgage-backed securities 
are backed by the U.S. government, there is little or no risk in loss of 
principal.  Therefore, management believes that during adverse market 
fluctuations it would be advantageous to hold these securities until the 
market values recover.

The Company's allowance for loan losses was $2,494,000 as of September 30, 
1995 versus $2,396,000 as of June 30, 1995, representing 1.48% and 1.41% of 
total loans, respectively.  The Company had non-performing loans totaling 
$2,825,000 at September 30, 1995 as compared to $2,266,000 at June 30, 1995.  
Non-performing loans represented 1.36% and 1.09% of total assets at September 
30 and June 30, 1995, respectively.  The Company's allowance for loan losses 
was equal to 88% and 106% of the total non-performing loans at September 30, 
1995 and June 30, 1995, respectively.  At September 30, 1995, the Company had 
approximately $3,093,000 of loans classified substandard, exclusive of the 
non-performing loans stated above, that could potentially become non-performing
due to delinquencies or marginal cash flows.  The loans classified substandard,
as of September 30, 1995, have decreased from the June 30, 1995 amount of 
$3,623,000.  Even though substandard loans decreased, there is a continuation 
of economic weakness in the Oxford county region.  Along with non-performing 
and delinquent loans, management takes an aggressive posture in reviewing its 
loan portfolio to classify loans substandard.  The following table represents 
the Company's non-performing loans as of September 30 and June 30, 1995, 
respectively:

<TABLE>
<CAPTION>
                                           September 30,        June 30,
                    Description               1995                1995
           _________________________     ______________      _______________ 
           <S>                           <C>                 <C>             
             1-4 Family Mortgages            $681,000             637,000
                                                                            
             Commercial Mortgages           1,573,000           1,223,000
                                                                             
             Commercial Installment           433,000             375,000
                                                                             
             Consumer Installment             138,000              31,000
                                         _______________      ______________ 
               Total non-performing        $2,825,000           2,266,000
                                         ===============      ==============
</TABLE>

The majority of the non-performing loans are seasoned loans located in the 
Oxford county area.  This geographic area continues to have a depressed 
economy resulting in high unemployment and a soft real estate market.  
Management has allocated substantial resources to the collection area in an 
effort to control the growth in non-performing, delinquent and substandard 
loans in this area.  The Company has decreased its total delinquent accounts 
during the September 30, 1995 quarter.  The reduction was largely due to the 
collection efforts of the 30 and 60 day delinquent accounts.

The following table reflects the quarterly trend of total delinquencies 30 days
or more past due, including non-performing loans, for the Company as a 
percentage of total loans: 

<TABLE>

              <C>            <C>           <C>           <C>
              12-31-94       3-31-95       6-30-95       9-30-95
                1.96%         2.27%         2.46%         2.15%
</TABLE>

The level of the allowance for loan losses as a percentage of non-performing 
loans at September 30, 1995 decreased in comparison to the same percentage at 
June 30, 1995.  However, the level of the allowance for loan losses as a 
percentage of total loans and total delinquencies as a percentage of total 
loans improved in the September 30, 1995 quarter.  Loans classified substandard
decreased in the September 30, 1995 quarter, when compared to June 30, 1995.  
Classified assets are also considered in management's analysis in the 
adequacy of allowance for loan losses. Based on reviewing the credit risk and 
collateral of these classified loans, management has considered the risks of 
the classified portfolio and believes the allowance for loan losses is 
adequate.  Management at each Bank primarily lends within their local market 
areas which management believes helps them to better evaluate credit risk.  
The Company also maintains a well collateralized position in real estate 
mortgage loans.  On a regular and ongoing basis, Company management evaluates 
the adequacy of the allowance for loan losses.  The process to evaluate the 
allowance involves a high degree of management judgement.  The methods employed
to evaluate the allowance for loan losses are quantitative in nature and 
consider such factors as the loan mix, the level of non-performing loans, 
delinquency trends, past charge-off history, loan reviews and classifications, 
collateral, and the current economic climate.  Management believes that the 
allowance for loan losses is adequate considering the level of risk in the 
loan portfolio.  While management uses its best judgement in recognizing loan 
losses in light of available information, there can be no assurance that the 
Company will not have to increase its provision for loan losses in the future 
as a result of changing economic conditions, adverse markets for real estate 
or other factors.  In addition, various regulatory agencies, as an integral 
part of their examination process, periodically review the Company's 
allowance for loan losses.  Such agencies may require the Company to recognize 
additions to the allowance for loan losses based on their judgements about 
information available to them at the time of their examination.  The Company's 
most recent examination by the OTS was on May 15, 1995.  At the time of the 
exam the regulators proposed no additions to the allowance for loan losses.
                                       
The state of Maine's economy appears to be stable with moderate or flat growth.
However, the weakness in the Oxford county economy, which has resulted in 
high unemployment and a soft real estate market, must be considered a risk to 
the overall credit quality of the loan portfolio of Bethel Savings Bank.  
Bethel Savings Bank has expanded its market beyond the Oxford county with the 
acquisition of the Key Bank branches.  The Company will continue to monitor 
loans within these portfolios and increase the levels of allowance for loan 
losses when necessary.

Results of Operations
_____________________

Net income for the quarter ended September 30, 1995 was $421,637.  The primary 
earnings per share was $.64 and the fully diluted earnings per share was $.58 
for the quarter ended September 30, 1995.  This compares to earnings of 
$405,712, or a primary earnings per share of $.60 per share and a fully diluted
earnings per share of $.55, for the quarter ended September 30, 1994.  

The Company's net interest income was $2,213,302 for the quarter ended 
September 30, 1995, versus $2,110,926 for the quarter ended September 30, 1994,
for an increase of $102,376.  Total interest income increased $583,455 during 
the three months ended September 30, 1995 when compared to the three months 
ended September 30, 1994, resulting from the following items.  Interest income 
on loans and loans held for sale increased by $520,180 for the three months 
ended September 30, 1995 resulting from a $278,769 increase due to an increase 
in the volume of loans as well as an increase of $241,411 due to increased 
rates on loans.  Interest income on investment securities decreased by $24,599 
resulting from a $50,503 decrease due to a decrease in volume offset by an 
increase of $25,904 due to increased rates on investments.  Interest income on 
short term liquid funds increased by $87,874 resulting from a  $71,268 increase
due to an increase in volume as well as an increase of $16,606 due to increased
rates on FHLB overnight deposits.  The increase in total interest expense of 
$481,079 for the three months ended September 30, 1995 resulted from the 
following items.  Interest expense on deposits increased by $482,843 for the 
three months ended September 30, 1995 resulting from a $244,431 increase due 
to an increase in the volume of deposits as well as an increase of $238,412 
due to increasing deposit rates.  Interest expense on repurchase agreements 
increased by $33,913 due to the new volume acquired from Key Bank. Interest 
expense on borrowings decreased $35,677 for the three months ended September 
30, 1995 resulting from an decrease of $895,526 due to an decrease in the 
volume of borrowings  offset by an increase of $859,849 due to a change in the 
mix of interest rates on borrowings.  The changes in net interest income, as 
explained above, are also presented in the schedule below.

<TABLE>
<CAPTION>
                                   Bethel Bancorp
                 Rate/Volume Analysis for the three months ended
                  September 30, 1995 versus September 30, 1994

                                     Difference Due to
                                    Volume         Rate          Total
                                 ____________   ____________   ____________ 
<S>                              <C>            <C>            <C>            
Investments                      $   (50,503)   $    25,904    $   (24,599)
Loans                                278,769        241,411        520,180
FHLB & Other Deposits                 71,268         16,606         87,874
                                 ____________   ____________   ____________ 
  Total                              299,534        283,921        583,455
                                                                            
Deposits                             244,431        238,412        482,843
Repurchase Agreements                 33,913              0         33,913
Borrowings                          (895,526)       859,849         35,677
                                 ____________   ____________   ____________
  Total                              617,182      1,098,261        481,079
                                 ____________   ____________   ____________
  Net Interest Inc               $  (317,648)   $  (814,340)   $   102,376
                                 ============   ============   ============
</TABLE>
           Rate/Volume amounts spread proportionately between volume and rate.


Since October 1993, actions by the Federal Reserve Board have resulted in 
increases in prime lending rates.  Approximately 20% of the Company's loan 
portfolio is comprised of floating rate loans based on a prime rate index.  
Interest income on these existing loans will increase as the prime rate 
increases, as well as on approximately 21% of other loans in the Company's 
portfolio that are based on short-term rate indices such as the one-year 
treasury bill.  An increase in short-term interest rates will also increase 
deposit and Federal Home Loan Bank advance rates, increasing the Company's 
interest expense.  The Company is experiencing and anticipates additional net 
interest margin compression due to fluctuating rates.  The impact on net 
interest income will depend on, among other things, actual rates charged on 
the Company's loan portfolio, deposit and advance rates paid by the Company 
and loan volume.

Total non-interest income was $614,293 for the three months ended September  
30, 1995 versus $396,606 for the three months ended  September 30, 1994.  
Service fee income was $281,609 for the three months ended September 30, 1995 
versus $219,693 for the quarter ended September 30, 1994.  The $61,916 increase
was primarily due to the deposit fee income generated from the acquisition of 
the Key Bank branches.  Income from available for sale securities gains was
$120,593 for the three months ended September 30, 1995 versus $3,945  for the 
three months ended September 30, 1994.  Gains from the sale of securities have 
increased due to the Company selling some of its available for sale securities,
taking advantage of the fluctuation in market prices in the mortgage-backed 
security portfolio.  Income from trading account securities was $0  versus 
$13,147 for the three months ended September 30, 1995 and 1994, respectively.  
The gain on trading account, in the September 30, 1994 quarter, was due to the 
sale and appreciation in the market values of the securities classified as 
trading.  Currently, all of the trading account portfolio has been liquidated. 

Other income was $212,091 for the three months ended September 30, 1995, which 
was a $52,270 increase from the September 30, 1994  $159,821 balance.  Gains on
the sale of loans held for sale amounted to $82,815 for the three months ended 
September 30, 1995 versus $59,902 for the three months ended September 30, 
1994.  Gains from the sale of loans have increased as a result of increased 
originations due to secondary market loan demand from the Company's customers
due to current low rates.  Gross income for ASI Data Services amounted to 
$6,938 versus $4,479 for the three months ended September 30, 1995 and 1994, 
respectively.  Gross income for First New England Benefits was $78,323 for the 
three months ended September 30, 1995 versus $66,015 for the three months ended
September 30, 1994.  The amounts discussed in this paragraph are reflected in 
other income.

Total operating expense, or non-interest expense, for the Company was 
$2,015,923 for the three months ended September 30, 1995 versus $1,692,258 for 
the three months ended September 30, 1994.

Compensation expense increased by $114,607 for the three months ended September
30, 1995 as a result of the addition of officers and administrative employees 
at Bethel Bancorp and its subsidiaries, the addition of the four new branches, 
as well as annual salary increases.  Net occupancy expenses increased by 
$18,493 for the three months ended September 30, 1995 primarily due to the four
new branches acquired from Key Bank.  Equipment expense increased by $26,066 
for the three months ended September 30, 1995 due to the expenses associated 
with the new acquisitions as well as the general needs at the subsidiaries.  
Goodwill expense increased by $43,071 for the three months ended September 30, 
1995 due to the premium paid for the four Key Bank branches.  Other expenses 
have increased by $121,428 for the three months ended September 30, 1995 versus
the three months ended September 30, 1994.  Other expenses increased during the
three months ended September 30, 1995  primarily due to the increased expenses
from the four new branches as well as increased costs in legal and consulting 
expenses.  In September 1995, the Company received a rebate from the FDIC for 
its BIF insured deposits.  This rebate reduced other expenses by approximately 
$56,000. The FDIC has proposed a one time assessment on all SAIF insured 
deposits in a range of $.85 to $.90 per $100 of domestic deposits held as of 
March 31, 1995.  This one time assessment is intended to recapitalize the SAIF 
to the required level of 1.25% of insured deposits and could be payable in the 
fourth quarter of 1995 or ealy 1996.  If the assessment is made at the proposed
rates, the effect on the Company would be an after tax charge of approximately 
$320,000 (assuming an income tax rate of 36%).  The one time charge asssumes 
a .85% charge on Brunswick Federal Savings, F.A. deposits of approximately
$60,000,000 at March 31, 1995, which does not include the BIF insured deposits 
of the newly acquired Key Bank branches.  Subsequent to the proposed payment of
the one time assessment, the ongoing risk based assessment schedule for the 
newly capitalized SAIF would be similar to the schedule of BIF (the current 
FDIC board proposal has rates ranging from 4 to 31 basis points).  The Company 
anticipates that it would be assessed at the lowest BIF rate as it currently is
assessed at the lowest SAIF rate due to its regulatory standing.  If the 
Company's premium is reduced to 4 basis points, the Company would have future 
after tax annual savings of approximately $180,000 (assuming an income tax rate
of 36%).  The annual savings assumes a .04% insurance premium charge compared 
to the current .23% insurance premium paid on the Company's total deposit base 
of $147,000,000.


Impact of Inflation
___________________
The consolidated financial statements and related notes herein have been 
presented in terms of historic 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.


                                     
BETHEL BANCORP AND SUBSIDIARIES
Part II -      Other Information


Item 1.   Legal Proceedings
          _________________   
Not Applicable.


Item 2.   Changes in Securities
          _____________________
Not Applicable.


Item 3.   Defaults Upon Senior Securities
          _______________________________
Not Applicable.


Item 4.   Submission of Matters to a Vote of Security Holders
          ___________________________________________________

       SUMMARY OF VOTING AT 10/18/95 ANNUAL SHAREHOLDERS' MEETING
       __________________________________________________________
At the Annual Meeting of Shareholders held in South Portland, Maine on October 
18, 1995, the following proposals were approved, each proposal receiving the 
vote of the Company's outstanding common and preferred shares, voting  as one 
class, as follows:

<TABLE>
<CAPTION>

Proposal 1 - Election of Officers:


                              Votes For    Votes Withheld    Broker Non-Votes
                              _________    ______________    ________________
<S>                           <C>          <C>               <C>              
John B. Bouchard               583,428                 7                  0
Judith W. Hayes                583,428                 7                  0
Stephen Wight                  580,528             2,907                  0
Dennis Wilson                  583,328               107                  0

</TABLE>

Ms. Hayes and Messrs. Bouchard, Wight and Wilson were elected to serve until 
the 1998 Annual Meeting.  The terms of the following Directors continued after 
the meeting:  Messrs. Brown, Goguen, Trinward, Vachon, Delamater, Jackson, 
Morrell, and Kendall.  There was no solicitation in opposition to management's 
nominees, and all nominees were elected without contest.

<TABLE>
<CAPTION>

Proposal 2 - Appointment of Baker Newman & Noyes, Limited Liability Company as 
auditors for fiscal year 1996.

   Votes For      Votes Against      Votes Abstaining      Broker Non-Votes
   _________      _____________      ________________      ________________
   <C>            <C>                <C>                   <C>  
    582,885             0                   550                    0

</TABLE>

Item 5.   Other Information
          _________________  
Not Applicable.


Item 6.   Exhibits and Reports on Form 8 - K
          __________________________________
(a)  Exhibits
     ________
10.1 Employment agreement between Bethel Savings Bank, F.S.B. and James D. 
     Delamater, incorporated by reference to Bethel Bancorp's Registration 
     Statement Form S-1 (No. 33-12815), filed with the Securities and Exchange 
     Commission.  This employement agreement was terminated by the parties 
     thereto on September 19, 1995.
                                       
11   Statement regarding computation of per share earnings.

27   Financial data schedule

(b)  Reports on Form 8 - K
     _____________________
     Not Applicable.


                    
                      BETHEL BANCORP AND SUBSIDIARIES
                                  Signatures
                                       
                                       
Pursuant to the requirements of the Securities Act of 1934, the Registrant has 
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
                                       
                                       
                                       
                                       
                                BETHEL BANCORP             
                                ______________    
                                 (Registrant)
                                       
                                       
                                       
                                       
                            /s/ James D. Delamater            
                           ________________________ 
                              James D. Delamater    
                              President and CEO     
                                                     
                                                      
                              /s/ Richard Wyman               
                           ________________________ 
                                Richard Wyman
                           Chief Financial Officer
                                       
                                       
                                       
                                       
Date:  November 14, 1995




                        BETHEL BANCORP AND SUBSIDIARIES
                              Index to Exhibits
                                       
                                       
EXHIBIT NUMBER                            DESCRIPTION                           

   10.1            Employment agreement between Bethel Savings Bank, F.S.B. and
                   James D. Delamater, incorporated by reference to Bethel 
                   Bancorp's Registration Statement on Form S-1 (No. 33-12815),
                   filed with the Securities and Exchange Commission.  This 
                   employment agreement was terminated by the parties thereto 
                   on September 19, 1995.

   11              Statement regarding computation of per share earnings 

   27              Finanacial Data Schedule