UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

FORM 10Q

[X]  Quarterly report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934, for the quarter and nine months
ended September 30, 1996, or

[ ]  Transition report pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934, for the transition period from   
to.

COMMISSION FILE NUMBER 0-17138

NORWICH FINANCIAL CORP.
(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of incorporation or organization)

06-1226755
(IRS Employer Identification Number)

4 BROADWAY, NORWICH, CONNECTICUT
(Address of principal executive offices)

06360
(Zip Code)

860-889-2621
(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
and (2) has been subject to such filing requirements for the past
90 days.

Yes [X]             No [ ]

     The number of shares outstanding of each of the issuer's
classes of common stock was 5,384,991 shares of common stock, par
value $.01, outstanding as of October 31, 1996.



<PAGE>
                     NORWICH FINANCIAL CORP.
                                
                           FORM 10-Q
                                
        QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1996
                                
                       TABLE OF CONTENTS





PART I - FINANCIAL INFORMATION

Listed below are the financial statements filed as a part of this 
quarterly report.


      Item 1 - Financial Statements

          Consolidated Balance Sheets                        3   

          Consolidated Statements of Income                  4   

          Consolidated Statements of Cash Flow               5   

          Notes to Consolidated Financial Statements         7   

      Item 2 - Management's Discussion and Analysis of 
          Financial Condition and Results of Operations     10        

          Exhibit A - Consolidated Financial Results        16   

          Exhibit B - Consolidated Nonperforming Assets
                       Summary                              17   

PART II - OTHER INFORMATION

      Item 1 - Legal Proceedings                            18

      Item 2 - Changes in Securities                        18

      Item 3 - Defaults Upon Senior Securities              18

      Item 4 - Submission of Matters to a Vote of     
                Securities Holders                          18

      Item 5 - Other Information                            18

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

SIGNATURES                                                  19
<PAGE>
<TABLE>
             NORWICH FINANCIAL CORP. AND SUBSIDIARY
                  CONSOLIDATED BALANCE SHEETS

                                              
                                          September 30,          December 31,
(In thousands, 
except share data)                     1996            1995           1995
<CAPTION>
<S>                                <C>             <C>            <C>
ASSETS
 Cash and due from banks           $  20,629       $  15,029      $  14,600 

 Investments
  Federal funds sold                   2,500           6,055          4,150 
  Money market instruments, 
   held to maturity (market 
   value of $29,652 and  
   $10,617 at September 30, 
   1996 and 1995 and $15,701  
   at December 31, 1995)              29,650          10,616         15,691 
  Mortgage-backed securities,
   available for sale 
   (amortized cost of 
   $104,231 and $97,933 at
   September 30, 1996 and 1995
   and $93,456 at December   
   1995)                             104,357          97,596         93,921 
  Investment securities
   Held to maturity (market 
     value of $38,667 and 
     $74,895 at September 30,
     1996 and 1995 and $95,287 
     at December 31, 1995)            38,672          74,881         95,281 
   Available for sale 
     (amortized cost of $8,699
     and $24,795 at 
     September 30, 1996 and   
     1995 and $14,934 at 
     December 31, 1995)                9,086          25,096         15,282 
  Federal Home Loan Bank stock,  
   at cost                             3,715           3,715          3,715 

                                     187,980         217,959        228,040 

 Loans
  Mortgage                           347,618         299,461        304,226 
  Other                              123,029         106,831        111,015 
     Total loans                     470,647         406,292        415,241 
   Less: allowance for 
     loan losses                     (15,544)        (11,452)       (13,168)
       Net loans                     455,103         394,840        402,073 

 Loans and foreclosed 
  properties held for sale             2,381           2,705          5,192 
 Premises and equipment, 
  at cost less accumulated
  depreciation                         6,230           5,314          5,910 
 Accrued income receivable             3,483           3,505          3,512 
 Foreclosed properties (net of 
  allowance of $0 and $229 at 
  September 30, 1996 and 1995 
  and $0 at December 31, 1995)           437           1,297            264 
 Deferred tax asset, net               4,374           4,102          4,718 
 Other assets                         13,826          11,304         11,023 
     Total assets                   $694,443        $656,055       $675,332 
  
LIABILITIES                                       
 Total deposits                     $594,256        $554,628       $567,783 
 Mortgagors' escrow accounts           1,761           1,543          3,221 
 FHLB advances                        16,349          18,400         22,400 
 Other liabilities                     7,252           7,323          5,908 
     Total liabilities               619,618        $581,894       $599,312 

STOCKHOLDERS' EQUITY
 Common stock                             60              58             59 
 Additional paid in capital           58,720          57,490         58,030 
 Retained income                      22,575          19,710         20,468 
 Less: Treasury stock, at cost 
  (568,890 and 288,729 shares 
  at September 30, 1996 and  
  1995 and 288,729 shares at 
  December 31,1995)                   (6,833)         (3,074)        (3,074)
 Unrealized gain (loss) on 
  securities available for  
  sale net of tax effect                 303             (23)           537 
     Total stockholders' 
       equity                         74,825          74,161         76,020 

     Total liabilities and 
      stockholders' equity          $694,443        $656,055       $675,332 

BOOK VALUE PER SHARE                $  13.90        $  13.35       $  13.58 

</TABLE>
<PAGE>
<TABLE>
             NORWICH FINANCIAL CORP. AND SUBSIDIARY
               CONSOLIDATED STATEMENTS OF INCOME
                                                            
                                  Nine Months Ended     Three Months Ended
                                    September 30,          September 30,
(In thousands, 
except share data)                1996       1995         1996      1995
<CAPTION>
<S>                             <C>        <C>           <C>       <C>
INTEREST INCOME
 Mortgage loans                 $21,569    $18,209       $7,309    $6,415 
 Other loans                      8,083      7,162        2,745     2,530 
 Interest and dividends  
   on investments                            
  Federal funds sold                219        405           52       136 
  Money market instruments          916        290          363       241 
  U.S. Government and 
   agency obligations             3,758      4,649          949     1,508 
  Mortgage-backed 
   securities                     4,322      3,655        1,552     1,282 
  Other bonds                        45         45           15        15 
  Corporate stocks                  229        189           98        65 
     Total interest income       39,141     34,604       13,083    12,192 

INTEREST EXPENSE
 Deposits                        18,511     15,983        6,030     5,918 
 FHLB advances                      800        486          266       134 
  Total interest expense         19,311     16,469        6,296     6,052 

 NET INTEREST INCOME             19,830     18,135        6,787     6,140 
 LOAN LOSS PROVISION                800      1,900          400       600 
NET INTEREST INCOME AFTER 
  LOAN LOSS PROVISION            19,030     16,235        6,387     5,540 

NONINTEREST INCOME 
 Mortgage servicing fees            482        499          154       167 
 Other service fee income         1,834      1,473          575       533 
 Net securities gains               264         49           55        49 
 Gains (losses) on loans  
  sold or held for sale             (12)       (26)          35       (35)
 Other                              300        159          238         9 
  Total noninterest income        2,868      2,154        1,057       723 
  
NONINTEREST EXPENSE
 Salaries and employee 
  benefits                        7,181      5,557        2,340     1,963 
 Furniture and equipment            894        756          284       267 
 Net occupancy                    1,821      1,272          595       461 
 Data processing                    499        521          157       170 
 Advertising and promotion          373        514           70       263 
 FDIC/State assessments              12        565            1       (27)
 Legal                               85        166           22        52 
 Amortization of intangibles        486        193          162        97 
 Provision for losses on 
  foreclosed properties               0          0            0         0 
 Other nonperforming asset 
  expenses                           23        361           37        64 
 Other operating expenses         2,223      1,987          653       693 
  Total noninterest 
   expense                       13,597     11,892        4,321     4,003 

INCOME BEFORE INCOME TAXES        8,301      6,497        3,123     2,260 
 
INCOME TAX PROVISION              3,591      2,338        1,335       827 
 
 NET INCOME                     $ 4,710    $ 4,159      $ 1,788   $ 1,433 

 NET INCOME PER SHARE                        
     PRIMARY                    $  0.84    $  0.75      $  0.32   $  0.25 
     FULLY DILUTED              $  0.83    $  0.74      $  0.32   $  0.25 
                                
</TABLE>
                                
                                
<PAGE>
<TABLE>
                                
                                
             NORWICH FINANCIAL CORP. AND SUBSIDIARY
              CONSOLIDATED STATEMENTS OF CASH FLOW

                                                         
                                                    Nine Months Ended
(Dollars in thousands)                                September 30,
                                                    1996         1995
<CAPTION>
<S>                                              <C>         <C>
Operating Activities                                        
 Net income                                        $4,710     $ 4,159 
  Adjustments to reconcile net income 
   to net cash provided by operating 
   activities
     Loan loss provision                              800       1,900          
     Depreciation, amortization and 
      accretion                                    (2,397)     (3,092)
     Amortization of intangible                       486         193 
     Net gain on sales of securities                 (264)        (49)
     Loss on loans sold                                12          26 
     Loans originated for sale                    (19,102)     (8,228)
     Proceeds from loans sold                      19,482       8,713 
     Gain on nonperforming loans and 
      foreclosed properties held for                 (319)          0 
      sale
     Gain on foreclosed properties                    (62)          0 
     Gain on sale of branch                          (201)          0          
  Change in assets and liabilities net  
   of effects from purchase of Seconn 
   Holding Company and The Bank 
   of Mystic, Inc.                                                    
     Change in accrued income receivable              276        (338)
     Change in deferred tax asset                     575           0 
     Change in all other liabilities                  372       3,263 
     Change in all other assets                       127       1,652 
      Net cash provided by operating
        activities                                  4,495       8,199 

Investing Activities
 Cash acquired net of cash paid for 
  purchase of Seconn Holding Company               10,387           0 
 Cash acquired net of cash paid for 
  purchase of The Bank of Mystic, Inc.                  0       8,951 
 Mortgage-backed securities
  Available for sale
   Proceeds                                                           
     Sales                                              0      10,245 
     Maturities and repayments                     14,122       7,404 
   Purchases                                      (24,979)    (34,305)
 Other investment securities
  Available for sale
   Proceeds
     Sales                                         21,306           0 
     Maturities and repayments                      8,500         500 
   Purchases                                      (22,284)     (4,992)
  Held to maturity
   Proceeds
     Sales                                              0           0 
     Maturities and repayments                    182,120     156,000 
   Purchases                                     (136,280)   (123,252)
 Net advances on loans                            (24,980)    (11,778)
 Proceeds from sales of foreclosed 
  properties                                          870         714 
 Proceeds from sales of loans and 
  foreclosed properties held for sale               2,439       1,223 
 Capital expenditures, net                           (545)       (448)
   Net cash provided by investing 
     activities                                    30,676      10,262       
<PAGE>
Financing Activities
 Net increase (decrease) in savings, 
  demand and other deposit accounts                 6,674     (18,869)
 Net (decrease) increase in time 
  deposits                                        (14,449)     28,066 
 Sale of deposits                                  (9,820)          0 
 Net decrease in mortgagors' 
  escrow accounts                                  (1,475)     (1,335)
 Proceeds from FHLB advances                       20,902      23,649 
 Repayment of FHLB advances                       (26,953)    (42,649)
 Proceeds from exercise of stock 
  options                                           1,041          47 
 Purchase of treasury stock                        (4,109)     (1,821)
 Cash dividends paid                               (2,603)     (2,197)
     Net cash used by financing 
      activities                                  (30,792)    (15,109)
     Net increase in cash and cash
      equivalents                                   4,379       3,352 
  Cash and cash equivalents at  
   beginning of period                             18,750      17,732 
  Cash and cash equivalents at 
   end of period                                 $ 23,129     $21,084 

Supplemental disclosures
 Interest                                        $ 19,259     $10,393 
 Income Taxes                                       3,235          25 
 
Supplemental information on 
  noncash transactions
 Transfer to foreclosed properties                    283         797 
 Loans to facilitate the sale of 
  foreclosed properties                             1,272       1,043 
 Treasury stock issued for the purchase 
  of The Bank of Mystic, Inc.                           0       5,373 
</TABLE>

As of January 2, 1996, the Company purchased all the stock of
Seconn Holding Company for approximately $4.7 million.  In
conjunction with the acquisition, liabilities were assumed as
follows:
<TABLE>
 <S>                                            <C>  
 Fair value of assets acquired                  $49,910 
 Cash paid                                       (4,654)
   Liabilities assumed                          $45,256 

</TABLE>
<PAGE>
             NORWICH FINANCIAL CORP. AND SUBSIDIARY
     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                
                       September 30, 1996

I.  Basis of Presentation

The consolidated financial statements included herein have been
prepared by Norwich Financial Corp., (NFC or the Company),
without an audit except for the December 31, 1995 balance sheet,
which was derived from the Annual Report on Form 10-K, pursuant
to the rules and regulations of the Securities and Exchange
Commission.  Certain information and disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although NFC
believes the disclosures are adequate to make the information
presented not misleading.  The information furnished reflects all
adjustments which are, in the opinion of management, of a normal,
recurring nature and necessary for a fair statement of the
results for the interim periods.  These consolidated financial
statements should be read in conjunction with the consolidated
financial statements and related notes included in NFC's Annual
Report on Form 10-K for the year ended December 31, 1995 and with
the supplementary schedules presented as Exhibits A and B on
pages 16 and 17.  NFC's consolidated financial statements
contained herein have been prepared in accordance with the
accounting policies described in Note 2 to the December 31, 1995
financial statements included in NFC's 1995 Annual Report on Form
10-K.

II.  Earnings Per Share

Earnings per common share have been computed based on the
following:
<TABLE>
                               Nine Months Ended      Three Months Ended
                                 September 30,           September 30,
                               1996        1995        1996        1995
<CAPTION>
<S>                        <C>         <C>         <C>         <C>
Net income applicable  
 to common stock              $4,710      $4,159      $1,788      $1,433
Average number of 
 common shares 
 outstanding               5,494,105   5,454,862   5,381,333   5,556,172
Average number of   
 common and common 
 equivalent shares 
 outstanding               5,623,848   5,551,638   5,533,592   5,691,865
Average number of 
 common shares 
 outstanding - 
 assuming full 
 dilution                  5,674,430   5,628,378   5,561,658   5,737,151     
</TABLE>
       

III.  Capital Ratios
<TABLE>
                                      September 30, 1996

                                              Regulatory Requirements to 
                                 Actual      be Considered Well Capitalized
<CAPTION>
<S>                               <C>                   <C>
   Risk-based                                
     Tier 1                       13.82                  6.00%
     Total                        15.10                 10.00

     Leverage                      9.58                  5.00

</TABLE>
<PAGE>

IV.  Realized and Unrealized Gains and Losses on Investment
Securities (in thousands)

Unrealized gains and losses as of September 30, 1996 and
September 30, 1995 were as follows:

                                             
     Unrealized at September 30, 1996
<TABLE>
                                                                               
                                                                 Held to
                                 Available for Sale              Maturity

                            Mortgage-Backed    All Other         All Other
                               Securities     Securities        Securities
<CAPTION>
      <S>                         <C>           <C>               <C>
      Unrealized gains            $ 810         $ 397             $  8  
      Unrealized losses           $ 684            10               11 
                                                            
      Net unrealized gains
       (losses)                   $ 126         $ 387             $ (3)     

</TABLE>

     Unrealized at September 30, 1995

<TABLE>
                                                                Held to
                                 Available for Sale             Maturity

                            Mortgage-Backed      All Other      All Other
                               Securities       Securities     Securities
<CAPTION>
      <S>                      <C>                  <C>           <C>
      Unrealized gains         $  823               $317          $ 27 
      Unrealized losses         1,160                 16            12 
                                                            
      Net unrealized gains 
       (losses)                $ (337)              $301          $ 15 
           
</TABLE>


Proceeds from sales and realized gains and losses on investments
were as follows:
<TABLE>
                               Nine Months Ended         Three Months Ended
                                  September 30               September 30
                                1996       1995           1996         1995
<CAPTION>
     <S>                      <C>        <C>             <C>          <C>      
     Other investment 
      securities available
      for sale
       Proceeds               $21,306          0         $20,968            0
       Realized gains             287          0              78            0
       Realized losses             23          0              23            0
     
     Mortgage-backed 
      securities available
      for sale
       Proceeds                     0    $10,245               0      $10,245
       Realized gains               0         49               0           49
       Realized losses              0          0               0            0                         
</TABLE>
<PAGE>

V.  Adoption of New Financial Accounting Standards

In March 1995, SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of"
was issued.  SFAS No. 121 requires long-lived assets and certain
identifiable intangibles held and used by the Company be reviewed
for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be
recoverable.  The Company adopted SFAS No. 121 effective January
1, 1996. The adoption of this Statement did not have a material
impact on the Company's financial statements.

In May 1995, SFAS No. 122, "Accounting for Mortgage Servicing
Rights" was issued.  SFAS No. 122 requires an enterprise which
acquires mortgage servicing rights through either the purchase or
origination of mortgage loans and sells or securitizes those
loans with servicing retained, to allocate the total cost of the
mortgage loans to the mortgage servicing rights and the loans
based on their relative fair values if it is practical to
estimate those fair values.  These mortgage servicing rights are
to be amortized in proportion to and over the period of estimated
net servicing income and should be evaluated for impairment based
on their fair values. The Company adopted SFAS No. 121 effective
January 1, 1996.  During the third quarter and nine months ended
September 30, 1996, the Company recorded mortgage servicing
rights of $61,000 and $183,000 respectively.

In October 1995, SFAS No. 123 "Accounting for Stock-Based
Compensation" was issued. This Statement establishes financial
accounting and reporting standards for stock-based employee
compensation plans.  This includes all arrangements by which
employees receive shares of stock or other equity instruments of
the employer or the employer incurs liabilities to employees in
amounts based on the price of the employer's stock.  This
Statement defines a fair value based method of accounting for an
employee stock option or similar equity instrument and encourages
all entities to adopt that method of accounting for all of their
employee stock compensation plans.  However, it also allows an
entity to continue to measure compensation cost for those plans
using the intrinsic value based method of accounting prescribed
by Accounting Principles Board Opinion 25, "Accounting for Stock
Issued to Employees."  Entities electing to remain with the
accounting in Opinion 25 must make proforma disclosures of net
income and earnings per share as if the fair value method of
accounting defined in this Statement had been applied.  The
Company will continue to follow the method of accounting
prescribed by Opinion 25.  The required proforma disclosures will
be made in the notes to the 1996 Annual Report.

The Financial Accounting Standards Board has also issued SFAS No.
125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities," effective for transfers of
financial assets made after December 31, 1996.  This statement
provides financial reporting standards for the derecognition and
recognition of financial assets, including the distinction
between transfers of financial assets which should be recorded as
sales and those which should be recorded as secured borrowings. 
The Company believes that the effect of the adoption of SFAS 125
will not be material to its financial position or results of
operations.

VI.  Mergers and Acquisitions

On January 2, 1996, the Company completed the acquisition of
Seconn Holding Company, (Seconn), the holding company for The
Bank of Southeastern Connecticut.  In accordance with the
definitive acquisition agreement, shareholders of Seconn received
$6 in cash for each share of outstanding stock of Seconn.  The
total price paid to selling shareholders was approximately $4.7
million.  As of December 31, 1995, Seconn had total assets of
$47.0 million, including $28.9 million in net loans.  Deposits as
of December 31, 1995, were $44.4 million.  The acquisition was
accounted for as a purchase in 1996.

VII.  Reclassification

Certain reclassifications have been made to the prior years'
amounts to conform with the 1996 presentation.
<PAGE>
 
              NORWICH FINANCIAL CORP. AND SUBSIDIARY
                                  
     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                      AND RESULTS OF OPERATIONS
                                  
Comparison of the Three and Nine Month Periods Ending
                  September 30, 1996 and 1995

GENERAL

Norwich Financial Corp. (NFC or the Company) is a holding company
and parent to The Norwich Savings Society (the Bank).  The Bank
is a state chartered stock savings bank headquartered in Norwich,
Connecticut which originates real estate, commercial and consumer
loans in southeastern Connecticut.  The Bank funds its operations
through the taking of deposits in the same market area. 

Traditionally a defense oriented economy dominated by companies
such as General Dynamic's Electric Boat Division, the Bank's
market area has been diversifying to accommodate defense
downsizing which continues to impact the area's economy.  The
gaming industry is currently anchored by the Mashantucket
Pequot's Foxwoods Casino which is one of the region's largest
employers and is continuing to expand.  A second casino, Mohegan
Sun Resort, just south of Norwich in Montville opened in October
of 1996 and is operated by the Mohegan Tribe.  Tourism continues
to grow throughout the region with the expansion, for example, of
the Mystic Marinelife Aquarium.  The Nautilus Submarine and
Museum and The Mystic Seaport both represent existing major
attractions of the region.  In addition to the regional tourism
and gaming concentration, eastern Connecticut's economy also
benefits by the presence of companies such as Pfizer, Inc.
expanding its pharmaceutical research facility in Groton and the
University of Connecticut's Marine Science and Technology Center
which will be located in Groton.

SUMMARY   

For the third quarter of 1996, NFC had net income of $1.8 million
or $.32 per share compared to net income of $1.4 million or $.25
per share for the third quarter of 1995.  For the nine months
ended September 30, 1996, net income was $4.7 million ($.84 per
share) compared to $4.2 million ($.75 per share) for the first
nine months of 1995.  Core earnings for the quarter ended
September 30, 1996 were $3.2 million which is slightly higher
than $2.8 million for the quarter ended September 30, 1995.  Core
earnings were affected positively by increased net interest
income which was $647,000 (10.5%) higher in the third quarter of
1996 than in the third quarter of 1995 and an increase in service
fee income of $29,000 (4.1%), offset by an increase in
noninterest expenses of $318,000 (7.9%) during the third quarter
of 1996 compared to the third quarter of 1995.  For the nine
month periods ended September 30, 1996 and 1995 core earnings
were $8.5 million and $8.2 million, respectively.  NFC defines
core earnings as net interest income plus service fee income,
less noninterest expenses other than provisions for losses on
foreclosed properties.
 
Total nonperforming assets at September 30, 1996, excluding
"loans and foreclosed properties held for sale," were $9.8
million compared to $14.3 million at the same date a year
earlier.  As of September 30, 1996, total nonperforming assets,
including "loans and foreclosed properties held for sale," were
$11.5 million compared to $16.4 million at September 30, 1995.

The results of the nine months ended September 30, 1996 include
the impact of the acquisitions of The Bank of Mystic, Inc., on
April 1, 1995 and The Bank of Southeastern Connecticut (Seconn)
on January 2, 1996; both acquisitions were recorded using the
purchase method of accounting.

Effective September 20, 1996, the Bank completed the sale of a
branch.  Deposits totaling $10.0 million were sold in the
transaction.  Loans were excluded from the transaction.  This
transaction resulted in a gain of $201,000 being recorded in the
third quarter of 1996.

<PAGE>

The Bank has entered into an agreement to acquire two branch
offices of First Union Bank of Connecticut.  In addition to the
two branches, the transaction will include the transfer of
approximately $32 million in deposits and certain loans.

NET INTEREST INCOME  

As previously mentioned, the year-over-year increase in core
earnings for the third quarter and for the nine months ended
September 30, 1996 was due primarily to an increase in net
interest income.  For the third quarter, the increase in net
interest income was attributable to a higher net interest margin
(net yield on interest earning assets) and an 8.6% increase in
average earning assets compared to the year-earlier period.  For
the nine months ended September 30, 1996, the increase was due to
a 13.9% year-over-year increase in average earning assets,
partially offset by a slightly lower net interest margin.  The
year-over-year increase in earning assets was due primarily to
the Company's acquisition of The Bank of Southeastern Connecticut
on January 2, 1996.

Net interest income for the third quarter of 1996 was $6.8
million compared with $6.1 million for the third quarter of 1995. 
Net interest margin on a fully taxable equivalent basis was 4.07%
for the quarter ended September 30, 1996 compared with 3.99% for
the quarter ended September 30, 1995. Net interest income for the
nine months ended September 30, 1996 was $19.8 million compared
with $18.1 million for the year-ago period.  Net interest margin
on a fully taxable equivalent basis was 3.94% for the nine months
ended September 30, 1996 versus 4.10% for the year-ago period.

NFC's asset yields decreased slightly during 1996 from year-earlier
levels for both the quarter and year-to-date periods. 
The Company's cost of funds for the most recent quarter was lower
than in the year-ago quarter, but was slightly higher than the
year-earlier level for the nine months ended September 30.  Asset
yields decreased less than deposit interest costs during the most
recent quarter as management followed a conservative deposit
pricing strategy during the quarter, resulting in the improvement
in NFC's net yield on interest-earning assets (net interest
margin).

For the first nine months of 1996, the yield on the Company's
loan portfolio was 8.68% compared to 8.74% for the first nine
months of 1995.  All categories of loans displayed volume related
increases as net loans of $48.0 million from The Bank of Mystic,
Inc. were acquired on April 1, 1995 and $28.9 million from The
Bank of Southeastern Connecticut were acquired on January 2,
1996.

For the first nine months of 1996, the yield on the Company's
investment portfolio was 5.83% compared to 6.08% for the same
period in 1995.  At September 30, 1996 and 1995, the weighted
average life of the portfolio was 2.19 years and 2.41 years,
respectively.  At September 30, 1996, 84% of the portfolio was
rated Aaa compared to 96% at September 30, 1995.  Securities
income was $256,000 higher in the first nine months of 1996
compared to the first nine months of 1995 due to higher volumes
which were partially offset by lower yields.

RATE SENSITIVITY

An ongoing objective of management is to manage asset and
liability positions so as to moderate the effect of interest rate
fluctuations on net interest income. NFC's position is measured
by the ratio of interest rate sensitive assets to interest rate
sensitive liabilities within a one year time frame.  Management
attempts to maintain this ratio within a range of 90% to 110%. 
In addition, management continually reviews the potential effect
that changes in interest rates could have on net interest income
and on the repayment of rate sensitive assets and on funding
requirements of rate sensitive liabilities.  

<PAGE>

As of September 30, 1996, NFC's one year ratio of rate sensitive
assets to rate sensitive liabilities was 88.8% compared to 87.1%
at September 30, 1995.  The year-over-year increase in the ratio
of rate sensitive assets to rate sensitive liabilities within a
one year time frame is partially attributable to a change,
implemented during the second quarter of 1996, in the methodology
used to determine the repricing classification of noncontractual
deposits such as demand deposits, interest-bearing checking, and
savings and money market deposits.  These noncontractual deposits
are now scheduled into discrete time frames based on (1)
management's current estimate of the sensitivity of the rates and
balances of these accounts to changes in market interest rates,
(2) management's current deposit pricing philosophy in response
to changes in the interest rate environment, and (3) management
assumptions regarding seasonal patterns, cyclical factors, and
industry trends or innovations that may influence the pricing or
stability of these accounts.  Previously, all interest-bearing
checking, savings and money market deposits were classified as
rate-sensitive within one year while all noninterest bearing
demand deposits were classified as long term, non-rate sensitive
liabilities.  This change in methodology resulted in a net
reduction in rate sensitive liabilities within a one year time
frame of approximately $49.4 million at September 30, 1996.  It
is believed that the new methodology appropriately reflects the
Company's rate sensitivity position.  Had the previous
methodology been applied at September 30, 1996, the ratio would
have been 78.2%.

The Investment Committee of NFC's Board of Directors reviews
asset/liability guidelines from time to time, including the
target range for the rate sensitivity ratio at one year.  The 90%
to 110% guideline is still in effect and the Investment Committee
approves ratios outside the target range.

NONPERFORMING ASSETS (NPAs) AND ALLOWANCES AND PROVISIONS FOR
CREDIT LOSSES

At the end of the third quarter of 1996, NPAs, excluding "loans
and foreclosed properties held for sale," were $9.8 million,
which was $4.5 million (31.4%) lower than at the end of the third
quarter of 1995 and was $462,000 (4.9%) higher than at the end of
1995.  The increase in NPAs since December 31, 1995 reflects,
approximately, $3.0 million of nonperforming assets relating to
loans originated by the Bank of Southeastern Connecticut, prior
to the acquisition of that institution on January 2, 1996,
partially offset by the disposition of NPAs of approximately $2.5
million.  Net chargeoffs for the third quarter and first nine
months of 1996 were $79,000 and $930,000 respectively, compared
to $580,000 and $1.3 million for the third quarter and first nine
months of 1995.

Nonaccrual and restructured loans totaled $9.4 million or 95.6%
of nonperforming assets, excluding "loans and foreclosed
properties held for sale", at September 30, 1996 compared to
$12.8 million or 89.4% at September 30, 1995.  Foreclosed
properties, excluding foreclosed properties held for sale and
before the allowance for losses, were $437,000 at September 30,
1996 compared to $1.5 million at September 30, 1995 and
represented 4.4% and 10.6%, respectively, of total nonperforming
assets excluding "loans and foreclosed properties held for sale". 

The allowance for loan losses was $15.5 million at September 30,
1996 compared to $13.2 million at December 31, 1995 and $11.5
million one year ago.  The provision for losses on loans was
$400,000 for the third quarter of 1996, and $800,000 for the
first nine months of 1996, compared to $600,000 and $1.9 million
for the third quarter and first nine months of 1995.  The
allowance for loan losses also increased when Seconn's allowance
of $2.5 million was added on January 2, 1996.  NFC's ratio of
allowance for loan losses to nonperforming loans, excluding
nonperforming assets held for sale, was 165.3% as of September
30, 1996 compared to 144.5% at December 31, 1995 and 89.3% at
September 30, 1995.  Provisions and allowances for losses are
dependent on several factors, including the quality and estimated
value of underlying collateral held on nonperforming assets, the
results of NFC's systematic methodology to evaluate allowance
adequacy, and chargeoffs of existing nonperforming assets.

<PAGE>

Certain nonperforming loans and foreclosed properties held for
sale at December 31, 1995 were sold during the first nine months
of 1996.  Proceeds from the sales exceeded the carrying value by
approximately $319,000 and resulted in a decrease in
nonperforming loans and foreclosed properties held for sale from
$4.1 million at December 31, 1995 to $1.7 million at September
30, 1996.

The bulk of NFC's problem assets and chargeoffs have been
concentrated in the commercial real estate and business loan
portfolios.  As of September 30, 1996, these two portfolios
accounted for $6.9 million (69.8%) of NPAs compared with $8.7
million (60.4%) at September 30, 1995.  Net chargeoffs of
commercial real estate, business loans and related foreclosed
properties represented $471,000 or 50.7% of NFC's total net
chargeoffs for the first nine months of 1996 compared to $912,000
or 68.7% for the first nine months of 1995.

NONINTEREST INCOME

Noninterest income for the current quarter amounted to $1.1
million compared to $723,000 for the year-earlier quarter. This
increase is due to additional service fee income, gain on
performing loans sold and the sale of a branch office.

For the first nine months of 1996 noninterest income was $714,000
higher than the first nine months of 1995.  Securities gains of
$264,000 were recorded in the first nine months of 1996 compared
to $49,000 of securities gains for the first nine months of 1995.
Service fees, primarily deposit service fees, were $344,000
(17.4%) higher in the first nine months of 1996 compared to the
first nine months of 1995.  In addition to the above, a gain of
$201,000 was recorded upon the sale of a branch office in the
third quarter of 1996.

NONINTEREST EXPENSE 

Total noninterest expense was $4.3 million for the third quarter
of 1996 compared to $4.0 million for the third quarter of 1995. 
The increase in total noninterest expense was principally the
result of higher general operating expenses associated with an
expansion of the Company's eastern Connecticut banking franchise
during the past twelve months. 

The pattern of increases for the quarters ended September 30,
1996 and September 30, 1995 was also true for the first nine
months of 1996 compared to the first nine months of 1995.  These
increases were offset by reduced spending on advertising and
promotions, a reduction in the federal deposit insurance (FDIC)
assessment as well as gains recognized on nonperforming loans and
foreclosed properties held for sale.  

INCOME TAXES 

The effective tax rate for the first nine months of 1996
increased to approximately 43% from 36% for the same period in
1995.  The 1995 effective tax rate benefited from the recognition
of deferred tax assets.  Such tax benefits were fully realized at
the end of 1995.  Also, nondeductible goodwill has increased in
1996 causing an increase in the effective tax rate.

<PAGE>

CHANGES IN FINANCIAL CONDITION 

The increase in total assets is due primarily to the acquisition
of Seconn on January 2, 1996 which added approximately $49.9
million in assets, including the excess cost over net assets
acquired.  In addition to the impact of Seconn, the September 30,
1996 assets reflect an increase in loan activity which was funded
by maturing investments.  Investments were also liquidated during
the three months ended September 30, 1996 to fund modest outflows
of deposits and the sale of a branch with approximately $10.0
million of deposits.

Total liabilities were $619.6 million at September 30, 1996, an
increase of $20.3 million from $599.3 million at December 31,
1995.  The increase is due primarily to the Seconn transaction
which added approximately $44.4 million in deposits on January 2,
1996.  This increase was offset by the sale of a branch, as
discussed above.  Also, the Bank has recently been more
conservative in the pricing of time deposits which has caused a
modest reduction in time deposit balances.

Stockholders' equity was $74.8 million at September 30, 1996, a
decrease of $1.2 million from $76.0 million at December 31, 1995.
At September 30, 1996, NFC's equity represented 10.77% of total
assets compared to 11.30% at September 30, 1995. Book value per
share was $13.90 at September 30, 1996 compared to $13.35 at
September 30, 1995.

CAPITAL RESOURCES 

Capital ratios for NFC and its subsidiary bank, The Norwich
Savings Society, continue to be well in excess of all regulatory
requirements as of September 30, 1996.  The leverage capital
ratio was 9.58% and total risk based capital was 15.10% compared
to 10.89% and 18.26%, respectively, at September 30, 1995. 
Capital ratios remain well above minimum regulatory requirements
of 4% to 5% for leverage capital and 8% for total risk-based
capital.

LIQUIDITY  

Liquidity is the ability of the Company to meet each maturing
obligation or customer demand for funds.  Norwich Financial
Corp.'s main source of liquidity is dividends from the Bank.  As
a result, the liquidity of the Company is largely dependent upon
the liquidity and profitability of the Bank and the ability of
the Bank to pay dividends under applicable laws and regulations.

The Bank considers liquid assets to be cash and due from banks,
Federal funds sold, time deposits with other banks, money market
instruments and U.S. Government and agency obligations maturing
within one year. As of September 30, 1996, liquid assets were
$91.5 million or 13.2% of total assets compared to $119.6 million
and 18.2% as of September 30, 1995.

Liquidity is generated by deposit inflows, loan principle and
interest payments, maturing investments and Federal Home Loan
Bank advances.  Principal uses of funds include loan
originations, investment purchases, payments of interest on
deposits and payments to meet operating expenses. Due primarily
to the acquisition of Seconn, total deposits, including mortgage
escrow, showed growth of $39.8 million during the year ended
September 30, 1996.

<PAGE>

INFLATION  

The effect of inflation is reflected in the cost of NFC's
operations.  Since the assets and liabilities of NFC are
primarily monetary in nature, the extent to which inflation
affects interest rates will, in turn, affect NFC's operation.

<PAGE>

<TABLE>
                                                      Exhibit A
             NORWICH FINANCIAL CORP. AND SUBSIDIARY
                 CONSOLIDATED FINANCIAL RESULTS
                                                
                                                            
                               Nine Months Ended       Three Months Ended
                                 September 30,            September 30,

(In thousands, 
except share data)            1996         1995         1996        1995
<CAPTION>
<S>                       <C>          <C>          <C>         <C>
EARNINGS                                                 
     Interest income        $39,141      $34,604      $13,083    $ 12,192
     Interest expense        19,311       16,469        6,296       6,052
     Net interest income     19,830       18,135        6,787       6,140
     Net income               4,710        4,159        1,788       1,433
     Primary earnings per 
      share                    0.84         0.75         0.32        0.25
     Weighted average 
       common shares                                    
       outstanding, 
       including common 
       stock equivalents  5,623,848    5,551,638    5,533,592   5,691,865

RATIOS (annualized)
     Return on average 
      assets                   0.89%        0.90%        1.00%       0.88%
     Return on average 
      stockholders' equity     8.30         7.81         9.64        7.72
     Average stockholders'  
      equity to average 
      assets                  10.71        11.53        10.41       11.41
  
YIELD DATA 
     (taxable equivalent   
      annualized)
     Net interest margin       3.94%        4.10%        4.07%       3.99%
     Net interest spread       3.17         3.37         3.29        3.20

Asset yields
     Loans                     8.68         8.74         8.66        8.80
     Investments               5.83         6.08         5.86        6.10
     Earning assets            7.76         7.82         7.79        7.87
     
Cost of funds
     Deposits                  4.54         4.43         4.45        4.66
     FHLB advances             6.45         5.40         6.39        5.48
     Interest bearing 
      liabilities              4.59         4.45         4.50        4.67

</TABLE>
        
<TABLE>
                                              
                                   September 30,            December 31,
                                 1996        1995               1995
<CAPTION>
<S>                           <C>         <C>                <C>
OUTSTANDING BALANCES
     Total assets              $694,443    $656,055           $675,332
     Net loans                  455,103     394,840            402,073

     Deposits                   594,256     554,628            567,783
     FHLB advances               16,349      18,400             22,400

     Stockholders' equity        74,825      74,161             76,020

     Stockholders' equity to 
      total assets                10.77%      11.30%             11.26%
     
     Book value per share        $13.90      $13.35             $13.58

     Shares of common stock   5,384,991   5,556,172          5,597,549

</TABLE>
<PAGE>
                                                               
<TABLE>
                                                                     Exhibit B
                     NORWICH FINANCIAL CORP.AND SUBSIDIARY
                           NONPERFORMING ASSETS SUMMARY
                           
                           
                                    September 30,           December 31,
(Dollars in thousands)            1996        1995              1995
<CAPTION>
<S>                             <C>         <C>               <C>
Nonaccrual Loans
 Residential real estate        $ 2,667     $ 2,950           $ 1,286
 Commercial real estate
   Permanent                      3,693       5,966             4,425
   Land and construction            248         296                73
 Commercial                       1,704       1,831             1,809
 Consumer                           290         899               424
                                  8,602      11,942             8,017

Restructured Loans
 Residential and consumer             0         367               591
 Commercial real estate             800         513               505
 Commercial                           0           0                 0
                                    800         880             1,096
  Total nonperforming loans       9,402      12,822             9,113

Foreclosed properties               437       1,526               264

Total nonperforming assets 
 before nonperforming assets 
 held for sale                    9,839      14,348             9,377
                                      
Nonperforming assets held for 
  sale 
 Loans on nonaccrual                851         554             2,208
 Foreclosed properties              857       1,484             1,919
Total nonperforming assets 
 held for sale                    1,708       2,038             4,127

Total nonperforming assets      $11,547     $16,386           $13,504     
</TABLE>

Summary of Impaired Loans

All loans classified as nonaccrual as of September 30, 1996 in
the above table, and all loans restructured since January 1, 1995
are classified as impaired as a result of the adoption of
Financial Accounting Standards Nos. 114 and 118, "Accounting by
Creditors for Impairment of a Loan" and "Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosures." 
There were no impaired loans on accrual status as of September
30, 1996.  Impaired loans were $9.7 million as of September 30,
1996 with an associated allowance for losses of $2.1 million.

<TABLE>
                                     September 30,           December 31,
(Dollars in thousands)             1996       1995                1995
<CAPTION>
 <S>                            <C>        <C>                 <C>
Net chargeoffs (recoveries) 
 year to date                     $ 930    $ 1,328             $ 3,539 

Net chargeoffs to average loans
  and foreclosed properties     
 For the period                    0.20%      0.34%               0.89%
 Annualized                        0.27%      0.46%                 (a)

Allowances for losses                              
    On loans                    $15,544    $11,452             $13,168 
    On foreclosed properties          0        229                   0 
     Combined                   $15,544    $11,681             $13,168 

Ratios (exclusive of 
nonperforming assets
held for sale)

  Allowance for loan 
    losses to
   Nonaccrual loans              180.70%     95.90%             164.25%        
   Nonperforming loans           165.33      89.32              144.50         

  Allowance for foreclosed 
   properties to foreclosed
   properties                        (a)     15.01                  (a)

  Combined allowances for 
    losses to
   Total nonperforming assets    157.98      81.41              140.43
   Total loans and foreclosed
     properties                    3.29       2.86                3.16

  Total nonperforming assets to
   Total loans and foreclosed 
     properties                    2.09       3.51                2.25
   Total assets                    1.42       2.19                1.39

(a) Not Applicable 
</TABLE>
<PAGE>


             NORWICH FINANCIAL CORP. AND SUBSIDIARY
    FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1996
                                
                                
PART II - OTHER INFORMATION

    Item 1.  Legal Proceedings

     There are no material pending legal proceedings to which the
     Company or its subsidiary is a party, or of which any of their property
     is the subject, other than ordinary routine litigation in the normal
     course of business.
      
    Item 2.  Changes in Securities
                                                              
     During the third quarter of 1996, there were no changes which
     would materially modify the rights of the holders of the Company's
     registered securities.                              

    Item 3. Defaults upon Senior Securities

     The Company and its subsidiary are not in default with respect to the
     payment of principal or interest related to any outstanding borrowing.

    Item 4.  Submission of Matters to a Vote of Securities Holders

     None

    Item 5.  Other Information

     None

    Item 6.  Exhibits and Reports on Form 8-K
     
     (a) The following Exhibits are filed herewith:
         Exhibit 27 - Financial Data Schedule                             

     (b) Reports on form 8-K:
         No report on form 8-K was filed during the period covered
         by this report.
         
<PAGE>                                               
                                     


             NORWICH FINANCIAL CORP. AND SUBSIDIARY
    FOR THE QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 1996


                        10-Q 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.






Date: November 14, 1996         By: /s/ Daniel R. Dennis, Jr.    
                                     Daniel R. Dennis, Jr.
                                     Chairman, President, Chief Executive
                                     Officer and Director          


Date: November 14, 1996         By: /s/ Michael J. Hartl      
                                        Michael J. Hartl
                                        Executive Vice President, Treasurer,
                                        Chief Financial Officer and Director   


Date: November 14, 1996         By: /s/ Lori J. Ferro               
                                        Lori J. Ferro
                                        Vice President and Controller