<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
BayBanks, Inc.
(NAME OF ISSUER)
Common Stock, $2.00 par value
(TITLE OF CLASS OF SECURITIES)
072723-10-9
CUSIP NUMBER
Check the following box if a fee is being paid with this
statement. ____ (A fee is not required only if the filing person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 072723-10-9
1. NAME OF REPORTING PERSON
S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marine Midland Bank as co-trustee of the BayBanks Savings,
Profit Sharing and Stock Ownership Trust (the "Trust")
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *
Not applicable.
(A)
(B)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Marine Midland Bank is a state-chartered bank organized
under the laws of the State of New York.
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 1,287,486
EACH 7. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON 8. SHARED DISPOSITIVE POWER
WITH 1,287,486
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,287,486
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(9) EXCLUDES CERTAIN
SHARES *
Not applicable.
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.78 percent of 18,997,923 shares of Common Stock
outstanding as of December 31, 1994
12. TYPE OF REPORTING PERSON *
EP
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The filing of this Statement on Schedule 13G is made by Marine
Midland Bank, as co-trustee (the "Trustee") of the BayBanks
Savings, Profit Sharing and Stock Ownership Trust (the "Trust,"
or the "Plan") voluntarily and does not constitute, and should
not be construed as, an admission that either the Trust or the
Trustee beneficially owns any securities covered by this
Statement or is required to file this Statement for the Trust and
the Trustee. In this connection, the Trust and the Trustee
disclaim beneficial ownership of the securities covered by this
Statement.
Item 1(a) NAME OF ISSUER:
BayBanks, Inc.
Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
175 Federal Street
Boston, MA 02110
Item 2(a) NAME OF PERSON FILING:
Marine Midland Bank as co-trustee of the BayBanks
Savings, Profit Sharing and Stock Ownership Trust for
employees of BayBanks, Inc. and Affiliated Companies
Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
c/o Marine Midland Bank
250 Park Avenue
New York, New York 10177
Attention: Stephen J. Hartman
Item 2(c) CITIZENSHIP:
The Trust has been organized under the laws of the
State of Massachusetts. The Trustee is a state
chartered bank organized under the laws of the State of
New York.
Item 2(d) TITLE OF CLASS OF SECURITIES:
Common Stock, $2.00 par value.
Item 2(d) CUSIP NUMBER:
072723-10-9
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Item 3 THE PERSON FILING THIS STATEMENT IS A:
[b] [x] Bank as defined in Section 3(a)(6) of the Act.
[f] [x] The Trust is an Employee benefit plan which is
subject to the provisions of the Employee Retirement
Income Security Act of 1974.
Item 4 OWNERSHIP
(a) Amount Beneficially Owned: 1,287,486<F1>
(b) Percent of Class: 6.78 percent
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
0
(ii) shared power to vote or to direct the vote:
1,287,486<F1>
(iii) sole power to dispose or direct the
disposition of:
0
(iv) shared power to dispose or direct the
disposition of:
1,287,486<F1>
<F1> Of the 1,287,486 shares of Common Stock reported herein,
551,526 shares are held in the BayBanks, Inc. Common Stock Fund
(the "Common Stock Fund") portion of the Trust (all of which are
allocated to accounts of participants) and 735,960 are held in
the Issuer's Employee Stock Ownership Plan (the "ESOP"). Under
the Plan, the Trustee votes all shares in the Common Stock Fund
portion of the Trust in accordance with the voting instructions
received from participants in that fund and votes all allocated
and unallocated shares of Common Stock in the ESOP in accordance
with the voting instructions received from participants with
allocated shares. The Plan provides that, in a tender offer, the
Trustee will tender allocated ESOP shares and shares in the
Common Stock Fund as instructed by the respective participants
and will tender unallocated ESOP shares in the same proportion as
it tenders allocated ESOP shares. 329,465 shares of Common Stock
reported herein are allocated to accounts of participants of
ESOP.
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Item 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
Participants of the Plan are entitled to receive
certain distributions or assets held by the Trust.
Such distributions may include proceeds from dividends
on, or the sale of, shares of Common Stock reflected in
this Schedule 13G.
Item 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY:
Not applicable.
Item 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP:
Not applicable.
Item 9 NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
Item 10 CERTIFICATION:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were
acquired in the ordinary course of business and were not acquired
for the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any
transaction having such purposes or effect.
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SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
February 9, 1995
________________
Date
Marine Midland Bank (not in its
individual or corporate capacity
but solely as Trustee)
/s/ Stephen J. Hartman
_______________________________
Signature
Stephen J. Hartman
Administrative Vice President
_______________________________
Name/Title
