NATIONAL CONSUMER COOPERATIVE BANK /DC/
10-Q/A, 1995-02-03
PERSONAL CREDIT INSTITUTIONS
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                               Form 10-Q

                   Securities and Exchange Commission
                         Washington, D.C. 20549

                Quarterly Report Under Section 13 or 15(d)
                   of the Securities Exhange Act of 1934

For the quarter ended September 30, 1994   Commission file number 2-99779



                National Consumer Cooperative Bank
      ( Exact name of registrant as specified in its charter )

    United States of America                     52-1157795      
(12 U.S.C. Section 3001 et seq.)             (I.R.S. Employer 
(State or other jurisdiction of                Identification No. )
 incorporation or organization )

      1401 Eye St., NW, Suite 700, Washington, DC, 20005
             (Address of principal executive offices)
  
  Registrant's telephone number, including area code (202) 336-7700

  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 shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes  x   No________

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

                                           Outstanding at September 30, 1994

                 Class C                              205,739
(Common stock, $100.00 par value)    

                 Class B                              595,462
(Common stock, $100.00 par value)                     

                 Class D                                    3
(Common stock, $100.00 par value)
                           
 
                                   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.

                                  NATIONAL CONSUMER COOPERATIVE BANK

Date:  February 3, 1995
                               By:  /s/  Richard L. Reed
                                  (Richard L. Reed, Chief Financial
                                    Officer )

                                   /s/   Marietta J. Orcino
                                  (Marietta J. Orcino, Controller/
                                    Principal Accounting Officer )


                                  INDEX TO EXHIBITS

Exhibit No.                       Description

10.8              First Amendment to Deferred Compensation
                  Agreement with Jeremiah J. Foley

27                Financial Data Schedule



                                                                  Exhibit 10.8

                         First Amendment to 
                  Deferred Compensation Agreement

     This First Amendment to Deferred Compensation Agreement (the "Amendment")
confirms an agreement entered into on the 24th day of June, 1994, by and
between the National Consumer Cooperative Bank, a corporation chartered by
Act of Congress of the United States (the "Bank"), and Jeremiah J. Foley 
("Mr. Foley"), for the purpose of amending that certain Deferred Compensation
Agreement entered into by the Bank and Mr. Foley as of April 20, 1992.

     The Bank and Mr. Foley hereby agree that the Deferred Compensation 
Agreement (the "Agreement"), a copy of which is attached as Exhibit A hereto,
is hereby amended as provided in this Amendment and that, except as amended 
hereby, the Agreement remains in full force and effect as originally written.
     
     1.  Paragraph 7 of the Agreement is amended by deleting it and substituting
the following:

         "The amount credited to Mr. Foley's Deferred
          Compensation Account shall become payable in the manner
          hereinafter provided upon the termination of his
          relationship with the Bank because of death or
          retirement or because of disability; provided, however,
          that, with respect to deferred compensation credited
          to the Deferred Compensation Account after June 24, 1994,
          and Quarterly Credits thereon, such amounts credited to
          Mr. Foley's Compensation Account shall become payable,
          in the amount hereinafter provided, upon Mr. Foley's 62nd
          birthday."
    
     2.   Paragraph 8 of the Agreement is amended by deleting the first
sentence and substituting the following:

          "The amount becoming payable shall be paid in a lump sum or
          in twenty substantially equal quarterly installments
          beginning on the first day of the calendar quarter following
          the previous quarter in which the event of maturity, as
          provided in paragraph 7, occurs; provided, however, that
          election of lump sum or installments shall be made no later than
          six months before the occurrence of such event of maturity."

      In Witness Whereof,  the Bank has caused this Agreement to be duly
executed and Mr. Foley has duly executed this Agreement as of this 24th
day of June, 1994.


                                         NATIONAL CONSUMER COOPERATIVE BANK
                                  
                                         By:  /s/  Charles E. Snyder
                                              Charles E. Snyder
   
                                         By:  /s/  Jeremiah J. Foley
                                              Jeremiah J. Foley

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE>  9
<CIK>  0000356801
<NAME> NATIONAL CONSUMER COOP BANK
       
<S>                             <C>
<PERIOD-TYPE>                   QTR-3
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                       5,560,929
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                             4,900,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 27,110,293
<INVESTMENTS-CARRYING>                       2,419,005
<INVESTMENTS-MARKET>                         2,419,005
<LOANS>                                    448,587,916
<ALLOWANCE>                                 13,281,380
<TOTAL-ASSETS>                             516,055,643
<DEPOSITS>                                  58,157,496
<SHORT-TERM>                                39,033,147
<LIABILITIES-OTHER>                          1,513,391
<LONG-TERM>                                105,263,640
<COMMON>                                    80,120,451
                                0
                                          0
<OTHER-SE>                                  33,415,293
<TOTAL-LIABILITIES-AND-EQUITY>             516,055,643
<INTEREST-LOAN>                             28,043,807
<INTEREST-INVEST>                            2,026,151
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                            30,069,968
<INTEREST-DEPOSIT>                           1,460,594
<INTEREST-EXPENSE>                          14,588,475
<INTEREST-INCOME-NET>                       15,481,493
<LOAN-LOSSES>                                  820,800
<SECURITIES-GAINS>                              29,614
<EXPENSE-OTHER>                              1,691,784
<INCOME-PRETAX>                              8,467,073
<INCOME-PRE-EXTRAORDINARY>                   8,467,073
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 7,622,396
<EPS-PRIMARY>                                     9.51
<EPS-DILUTED>                                     9.51
<YIELD-ACTUAL>                                    4.19
<LOANS-NON>                                  1,487,943
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                             2,193,729
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                            12,309,359
<CHARGE-OFFS>                                    4,941
<RECOVERIES>                                   156,162
<ALLOWANCE-CLOSE>                           13,281,380
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                     13,281,380
        

</TABLE>


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