COMMUNITY BANCORP /VT
10QSB/A, 1999-02-26
STATE COMMERCIAL BANKS
Previous: FREEDOM INCOME TRUST NATIONAL & SPECIAL STATES SERIES 1, NSAR-U, 1999-02-26
Next: FUND FOR TAX FREE INVESTORS INC, 485APOS, 1999-02-26



             Common Stock and Retained Earnings figures for 9/30/97 and
             12/31/97 were restated due to two for one stock split in 
             1998.  These figures should not have been restated, only
             the per share data and shares outstanding information
             needed to be restated.

                                                 CONFORMED COPY

                SECURITIES AND EXCHANGE COMMISSION
                     Washington, DC  20549

                          FORM 10-QSB/A


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

            For Nine Months Ended September 30, 1998
                Commission File Number 000-16435

                      COMMUNITY BANCORP.

   (Exact Name of Registrant as Specified in its Chapter)



       Vermont                               03-0284070
(State of Incorporation)      (IRS Employer Identification Number)



      Derby Road,  Derby, Vermont                  05829
  (Address of Principal Executive Offices)        (zip code)


      Registrant's Telephone Number:  (802) 334-7915


                         Not Applicable
  ------------------------------------------------------------
      Former Name, Former Address and Formal 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 period 
that the Registrant was required to file for such reports), and (2) has 
been subject to such filing requirements for the past 90 days.  
Yes ( X )  No (  ) 

At September 30, 1998, there were 3,123,351 shares of the Corporation's 
$2.50 par value common stock issued and 3,093,708 shares outstanding.  

Total Pages - 22 Pages


                  PART I.  FINANCIAL INFORMATION

                  Item 1.  Financial Statements
<TABLE>
<CAPTION>
COMMUNITY BANCORP. AND SUBSIDIARIES
Balance Sheet
( Unaudited )                            September 30  December 31 September 30
                                         1998          1997        1997

Assets
<S>                                      <C>           <C>         <C>
Cash and due from banks, 
 non-interest bearing                      4,862,928    10,657,610   4,049,679
Cash and due from banks, interest bearing    849,757             0           0
Federal funds sold                         2,725,000     3,650,000   3,150,000
    Total cash and cash equivalents        8,437,685    14,307,610   7,199,679
Securities held-to-maturity (market value 
 $38,708,948 at 9/30/98, $34,125,823 at 
 12/31/97, and $43,534,023 at 9/30/97)    38,465,409    34,125,802  43,533,982
Securities available-for-sale             20,714,375     8,039,063   8,024,375
Restricted equity securities               1,141,650     1,099,750   1,099,750
Loans                                    150,599,826   150,115,852 150,457,019
 Allowance for loan losses                (1,652,776)   (1,502,202) (1,503,866)
 Unearned net loan fees                     (856,840)     (866,589)   (868,862)
    Net loans                            148,090,210   147,747,061 148,084,291
Bank premises and equipment, net           3,064,566     3,285,661   3,299,792
Accrued interest receivable                1,730,111     1,460,298   1,624,601
Other real estate owned, net                 592,114     1,088,867   1,534,781
Other assets                               2,002,537     1,847,292   1,714,468
    Total assets                         224,238,657   213,001,404 216,115,719

Liabilities and Stockholders' Equity

Liabilities
Deposits:
 Demand, non-interest bearing             22,273,432    20,297,137  19,002,110
 NOW and money market accounts            44,774,125    40,562,693  39,573,997
 Savings                                  31,525,967    30,053,422  32,397,723
 Time deposits, $100,000 and over         19,191,274    18,182,338  17,312,258
 Other time deposits                      79,709,528    78,484,811  78,886,185
    Total deposits                       197,474,326   187,580,401 187,172,273

Repurchase Agreements                         78,320             0           0
Borrowed funds                             4,060,000     4,060,000   8,065,000
Accrued interest and other liabilities       918,510       776,646     644,378
Subordinated convertible debentures           20,000       104,000     105,000
    Total liabilities                    202,551,156   192,521,047 195,986,651

Stockholders' Equity
Common stock - $2.50 par value;
 6,000,000 shares authorized and 3,123,351 shares
   
 issued at 9/30/98, 3,044,697 issued at 12/31/97,
 and 3,022,809  issued at 9/30/97          7,808,378     3,842,907   3,815,546
Additional paid-in capital                 8,584,444     7,978,435   7,803,294
Retained earnings                          5,405,536     9,070,443   8,926,989
    
Unrealized gain on securities 
 available-for-sale, net of tax              334,477        33,709      28,339
Less: treasury stock, at cost;
 29,643 shares at 9/30/98, 29,629 shares 
 at 12/31/97, and 29,627 shares at 9/30/97  (445,334)     (445,137)   (445,100)
    Total stockholders' equity            21,687,501    20,480,357  20,129,068

Total liabilities and stockholders' 
 equity                                  224,238,657   213,001,404 216,115,719
</TABLE>

<TABLE>
<CAPTION>
COMMUNITY BANCORP. AND SUBSIDIARIES
Statements of Income
   ( Unaudited )

For The Third Quarter Ended September 30,  1998          1997        1996 
<S>                                        <C>           <C>         <C>
Interest income
 Interest and fees on loans                3,483,609     3,504,235   3,387,327
 Interest and dividends on investment securities
  U.S. Treasury securities                   537,196       509,578     469,933
  U.S. Government agencies                    42,301        21,192      25,443
 States and political subdivisions           170,690       173,647     185,496
 Dividends                                    18,162        17,921      17,308
 Interest on Bank of Boston sweep account     23,767             0           0
 Interest on federal funds sold               48,723        26,250      77,315
    Total interest income                  4,324,448     4,252,823   4,162,822

Interest expense
 Interest on deposits                      1,992,663     1,894,888   2,035,788
 Interest on repurchase agreements               929             0           0
 Interest on other borrowed funds             51,124       101,016         410
 Interest on subordinated debentures             229         2,584       4,847
    Total interest expense                 2,044,945     1,998,488   2,041,045

  Net interest income                      2,279,503     2,254,335   2,121,777
  Provision for loan losses                 (150,000)     (215,000)    (80,000)
  Net interest income after provision      2,129,503     2,039,335   2,041,777

Other operating income
 Trust department income                      43,486        29,028      30,275
 Service fees                                170,762       181,434     163,138
 Security gains (losses)                           0             0           0
 Other                                       167,946       141,124     131,951
    Total other operating income             382,194       351,586     325,364

Other operating expenses
 Salaries and wages                          708,689       728,382     681,742
 Pension and other employee benefits         192,326       203,274     181,774
 Occupancy expenses, net                     323,744       332,987     300,210
 Trust department expenses                     9,389        11,043       3,165
 Other                                       533,566       539,341     478,931
    Total other operating expenses         1,767,714     1,815,027   1,645,822

  Income before income taxes                 743,983       575,894     721,319
  Applicable income taxes (credit)           181,844       124,725     181,834
  Net Income                                 562,139       451,169     539,485


Earnings per common share on weighted average   0.18          0.15        0.19
Weighted average number of common shares 
 Used in computing earnings per share      3,092,750     2,991,744   2,874,725
Dividends per share                             0.15          0.14        0.13

All 1996 per share data restated to reflect 5% stock dividend 
paid on February 1, 1997.
Per share data for current year to date and all per share data 
for 1997 and 1996 restated to reflect a 100% stock dividend 
paid on June 1, 1998.
</TABLE>
<TABLE>
<CAPTION>
COMMUNITY BANCORP. AND SUBSIDIARIES
Statements of Income
   ( Unaudited )

For the Nine Months Ended September 30,   1998          1997        1996 

<S>                                       <C>           <C>         <C>
Interest income
 Interest and fees on loans               10,352,917    10,283,050   9,951,961
 Interest and dividends on investment securities
  U.S. Treasury securities                 1,525,088     1,568,142   1,477,896
  U.S. Government agencies                    83,380        62,758      56,926
  States and political subdivisions          462,851       455,431     612,986
  Dividends                                   55,566        52,724      51,723
 Interest on Bank of Boston sweep account    144,424             0           0
 Interest on federal funds sold              132,094        42,990     188,228
    Total interest income                 12,756,320    12,465,095  12,339,720

Interest expense
 Interest on deposits                      5,933,489     5,642,542   6,206,424
 Interest on repurchase agreements             3,122             0           0
 Interest on other borrowed funds            147,367       168,533       4,449
 Interest on subordinated debentures           4,047         9,007      16,499
    Total interest expense                 6,088,025     5,820,082   6,227,372

  Net interest income                      6,668,295     6,645,013   6,112,348
  Provision for loan losses                 (510,000)     (525,000)   (240,000)
  Net interest income after provision      6,158,295     6,120,013   5,872,348

Other operating income
 Trust department income                     109,326        85,452      89,345
 Service fees                                503,305       519,993     437,602
 Security gains (losses)                           0             0      (1,928)
 Other                                       580,099       659,266     423,170
    Total other operating income           1,192,730     1,264,711     948,189

Other operating expenses
 Salaries and wages                        2,117,596     2,125,586   1,980,638
 Pension and other employee benefits         544,062       519,764     502,550
 Occupancy expenses, net                     967,674       933,466     898,886
 Trust department expenses                    36,805        22,797      11,159
 Other                                     1,672,431     1,680,679   1,437,095
    Total other operating expenses         5,338,568     5,282,292   4,830,328

  Income before income taxes               2,012,457     2,102,432   1,990,209
  Applicable income taxes (credit)           484,698       519,536     470,651
  Net Income                               1,527,759     1,582,896   1,519,558

Earnings per common share on weighted average   0.50          0.53        0.53
Weighted average number of common shares 
Used in computing earnings per share       3,064,136     2,963,525   2,849,521

Book value per share on shares outstanding     $7.01         $6.79       $6.51

All 1996 per share data restated to reflect 5% stock dividend 
paid on February 1, 1997.
Per share data for current year to date and all per share data 
for 1997 and 1996 restated to reflect a 100% stock dividend paid 
on June 1, 1998.
</TABLE>
<TABLE>
COMMUNITY BANCORP. AND SUBSIDIARIES
      Statement of Cash Flows
For the Nine Months Ended September 30,    1998        1997        1996

<S>                                        <C>         <C>         <C>
Reconciliation of net income to net cash 
 provided by operating activities:
  Net Income                                 1,527,759   1,582,896   1,519,558
Adjustments to reconcile net income to net 
 cash provided by operating activities:
  Depreciation                                 303,012     299,171     287,860
  Provisions for possible loan losses          510,000     525,000     240,000
  Provisions for deferred taxes                (70,245)     52,121     110,097
  Securities (gains) losses                          0           0       1,928
  Loss (gain) on sales of OREO                  (2,712)     (7,920)    (96,888)
  Subsequent writedowns on OREO                 26,592     129,446      12,320
  Amortization of bond premium                  35,412      11,111      49,279
  Increase (decrease) in taxes payable          15,944    (230,350)    (46,446)
  (Increase) decrease in interest receivable  (269,813)    (85,964)    (45,508)
  (Increase) decrease in other assets         (190,168)   (415,755)   (162,524)
  Increase (decrease) in unamortized loan fees  (9,749)    (35,441)     (6,087)
  Interest (decrease) in interest payable       (9,725)     77,213     (33,387)
  Increase (decrease) in accrued expenses       56,345      78,718      23,802
  Increase (decrease) in other liabilities     148,160     (13,059)     53,814
   Net cash provided by operating activities 2,070,812   1,967,187   1,907,818

Cash flows from investing activities:
 Investments - held to maturity
  Maturities and paydowns                   12,861,980   8,675,068  14,137,829
  Purchases                                (17,220,197)(14,271,814)(23,277,597)
 Investments - available for sale
  Sales and maturities                       2,000,000           0   9,000,000
  Purchases                                (14,236,406)          0           0
 Purchase of restricted equity securities      (41,900)    (36,700)    (23,300)
 Investment in limited partnership             (40,312)        282     (54,161)
 Increase in loans, net of payments         (1,067,622) (6,613,086) (7,576,927)
 Capital expenditures                          (81,917)   (177,604)   (476,979)
 Recoveries of loans charged off               165,911     108,837      73,484
 Costs incurred in acquiring OREO                    0           0           0
 Proceeds from sales of OREO                   531,184     234,873     387,271
    Net cash used in investing activities  (17,129,279)(12,080,144) (7,810,380)

Cash flows from financing activities:
 Net increase in demand deposits, 
  NOW, Money Mkt. and savings                7,660,272     969,089  12,010,708
 Net increase in certificates of deposit     2,233,653   2,348,708  (1,532,054)
 Net increase (decrease) in other borrowed funds     0   6,400,000           0
 Payments to acquire treasury stock               (197)     (4,888)       (159)
 Dividends paid                               (705,186)   (645,671)   (561,108)
  Net cash provided by financing activities  9,188,542   9,067,238   9,917,387
  Net increase in cash and cash equivalents (5,869,925) (1,045,719)  4,014,825
 Cash and cash equivalents:
    Beginning                               14,307,610   8,245,398   8,893,955
    Ending                                   8,437,685   7,199,679  12,908,780

Supplemental schedule of cash paid during the year
 Interest paid                               6,096,466   5,741,771   6,203,358
 Income taxes paid                             538,999     697,765     407,000

Supplemental schedule of noncash investing 
 and financing activities:
  Net change in securities valuation          $455,709     $30,873    ($75,485)
  OREO  acquired in settlements of loans      $318,577  $1,438,812    $638,599
    Debentures converted to common stock       $84,000     $65,000     $64,000
    5% Stock dividend at market value               $0  $1,294,006          $0
    100% Stock dividend at par value        $3,823,576          $0          $0

Dividends paid
 Dividends payable                          $1,369,090  $1,233,310  $1,048,895
 Dividends reinvested                        ($663,904)  ($587,639)  ($487,787)
                                              $705,186    $645,671    $561,108
</TABLE>
<TABLE>
                     AVERAGE BALANCES AND INTEREST RATES

The table below presents the following information: 
   Average earning assets (including non-accrual loans)
   Average interest bearing liabilities supporting earning assets 
   Interest income and interest expense as a rate/yield

<CAPTION>
                                For the First Nine Months Ended:
                                        1998                      1997
                   Average     Income/    Rate   Average     Income     Rate/
                   Balance     Expense    Yield  Balance     Expense    Yield

EARNING ASSETS 

<S>                <C>         <C>        <C>    <C>         <C>        <C>
Loans (gross)      150,459,708 10,352,917  9.20% 147,412,851 10,283,050  9.33%
Taxable Investment  
 Securities         37,556,080  1,608,368  5.73%  36,611,742  1,630,900  5.96%
Tax Exempt Investment
 Securities (1)     12,936,310    692,221  7.15%  11,785,508    680,453  7.72%
Federal Funds Sold   3,829,560    132,094  4.61%     984,487     42,990  5.84%
Bank of Boston 
 sweep account(2)    3,197,058    144,424  6.04%        N/A        N/A    N/A
Other Securities (3) 1,268,761     61,550  6.49%   1,238,290     59,056  6.38%

    TOTAL          209,247,477 12,991,574  8.29% 198,032,878 12,696,447  8.56%

INTEREST BEARING LIABILITIES

Savings Deposits    30,763,292    616,294  2.68%  32,215,343    662,346  2.75%
NOW & Money Market 
 Funds              43,275,589  1,161,619  3.59%  38,601,066  1,026,536  3.56%
Time Deposits       98,425,080  4,150,058  5.64%  94,355,372  3,953,659  5.60%
Other Borrowed Funds 4,060,000    147,367  4.85%   3,722,916    168,533  6.05%
Repurchase 
Agreements(4)           39,939      1,324  4.43%        N/A        N/A    N/A
Subordinated Debentures 50,000      4,047 10.82%     127,000     10,105 10.64%

     TOTAL         176,613,900  6,080,709  4.60% 169,021,697  5,821,179  4.60%

Net Interest Income             6,910,865                     6,875,270
Net Interest Spread(5)                     3.69%                         3.96%
Interest Differential(6)                   4.42%                         4.64%

<FN>
<F01>  Income on investment securities of state and political subdivisions 
       is stated on a fully taxable basis (assuming a 34 percent tax rate). 
<F02>  Bank of Boston sweep account is a new interest bearing account 
       effective for the 1998 calendar year.
<F03>  Included in other securities are taxable industrial development bonds 
       (VIDA), with income of approximately $5,985 for 1998 and $6,332 for 1997.
<F04>  Repurchase agreements were established during the second quarter of 1998.
<F05>  Net interest spread is the difference between the yield on earning 
       assets and the rate paid on interest bearing liabilities.
<F06>  Interest differential is net interest income divided by average earning 
       assets.
</TABLE>

<TABLE>
                   CHANGES IN INTEREST INCOME AND INTEREST EXPENSE

                 The following table summarizes the variances in income 
                 for the first nine months of 1998 and 1997 resulting from
                 volume changes in assets and liabilities and fluctuations 
                 in rates earned and paid.
<CAPTION>
                                            Variance    Variance
RATE / VOLUME                               Due to      Due to       Total
                                            Rate(1)     Volume(1)    Variance
EARNING ASSETS

   <S>                                      <C>         <C>          <C>
   Loans                                    (142,672)   212,539       69,867
   Taxable Investment Securities             (64,598)    42,066      (22,532)
   Tax Exempt Investment Securities (2)      (54,675)    66,443       11,768
   Federal Funds Sold                        (35,133)   124,237       89,104
   Bank of Boston sweep account                 N/A        N/A          N/A
   Other Securities                            1,041      1,453        2,494

       Total Interest Earnings              (296,037)   446,738      150,701

INTEREST BEARING LIABILITIES

   Savings Deposits                          (16,962)   (29,090)     (46,052)
   NOW & Money Market Funds                   10,771    124,312      135,083
   Time Deposits                              25,871    170,528      196,399
   Other Borrowed Funds                      (36,425)    15,259      (21,166)
   Repurchase Agreements(3)                     N/A        N/A          N/A 
   Subordinated Debentures                       174     (6,232)      (6,058)

       Total Interest Expense                (16,571)   274,777      258,206

<FN>
<F01>  Items which have shown a year-to-year increase in volume have 
       variances allocated as follows:
            Variance due to rate = Change in rate x new volume
            Variance due to volume = Change in volume x old rate
       
       Items which have shown a year-to-year decrease in volume have 
       variances allocated as follows:
            Variance due to rate = Change in rate x old volume
            Variances due to volume = Change in volume x new rate

<F02>  Income on tax exempt securities is stated on a fully taxable basis. 
       The assumed rate is 34%.
<F03>  Bank of Boston sweep accounts and repurchase agreements were established
       during the 1998 calendar, therefore, no variances are available. 
</TABLE>
<TABLE>
                           COMMUNITY  BANCORP.
                          EARNINGS  PER  SHARE

<CAPTION>
For The Third Quarter Ended September 30      1998       1997       1996

 <S>                                          <C>        <C>        <C>
 Net Income                                     562,139    451,169    539,485
 Average Number of Common Shares Outstanding  3,092,750  2,991,744  2,874,725
 Earnings Per Common Share                         0.18       0.15       0.19

<CAPTION>
 For The Nine Months Ended September 30       1998       1997       1996

  <S>                                         <C>        <C>        <C>
  Net Income                                  1,527,759  1,582,896  1,519,558
  Average Number of Common Shares Outstanding 3,064,136  2,963,525  2,849,521
  Earnings Per Common Share                        0.50       0.53       0.53
   
Per share data restated to reflect 100% stock dividend
paid on June 1, 1998.
    
              GRAPHICS                     GRAPHICS
</TABLE>


                           PART I.

                           Item 2

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   THE RESULTS OF OPERATIONS
          For the Nine Months Ended September 30, 1998

    Community Bancorp. is a bank holding company whose subsidiaries 
include Community National Bank and Liberty Savings Bank.  Community 
Bancorp. acquired the assets and stock of Liberty Savings Bank on 
December 31, 1997.  Liberty Savings Bank was operating as a stand-alone 
bank in the town of Salisbury, in the state of New Hampshire.  The 
building that housed this bank was not purchased, therefore, the address 
for Liberty Savings Bank is currently C/O Community Bancorp., Derby, 
Vermont.  Future plans are to operate a facility somewhere in the northern
part of New Hampshire, initially as just a lending facility, with the 
intent to expand to a full service facility sometime thereafter.  This 
endeavor will further extend the servicing area of Community Bancorp. 
and subsidiaries, "the Company", to include two states and four counties.  
Community National Bank's main office is located in Derby, with branch 
offices in Newport, Troy, Derby Line, Barton, Island Pond, and St. 
Johnsbury.  All these offices are located in Orleans County with the 
exception of the Island Pond and St. Johnsbury offices, which are in Essex 
County and Caledonia County, respectively.   The St. Johnsbury 
office is the Bank's only branch office open seven days a week, all other 
offices are open Monday through Saturday.  Since this office is located
in the same building as a supermarket that is open 24 hours a day, seven 
days a week, extended hours at this branch were deemed necessary to 
accommodate shoppers.

    The financial statements preceding this narrative are presented as 
consolidated figures for the Company.  The following discussion refers 
primarily to Community National Bank's operations as most of the Bancorp's 
business is conducted through the Bank, and income for Liberty Savings 
Bank is limited to interest generated by the U.S. Treasury strip acquired 
by the Company in the December '97 acquisition.

LIQUIDITY

    Liquidity management refers to the ability of The Company to 
adequately cover fluctuations in assets and liabilities.  Meeting loan 
demand (assets) and covering the withdrawal of deposit funds (liabilities)
are two key components of the liquidity management process.  The repayment 
of loans and growth in deposits are two of the major sources of liquidity.
Our time deposits greater than $100,000 increased from $17.3 million for 
the first nine months of 1997 to $19.2 million for the first nine months 
of 1998, an increase of 10.9%.  Other time deposits increased from $78.9 
million at the end of the first nine months of 1997 to $79.7 million at the
end of the first nine months of 1998, an increase just over one percent.
A review of these deposits, primarily the time deposits over $100,000 
indicates that any growth is notably generated locally and regionally, 
and by established customers of the Company.  The Company has no brokered 
deposits.  Now and money market accounts increased from $39.6 million for 
the first nine months of 1997 to $44.8 million at the end of the first 
nine months of 1998, an increase of $5.2 million or 13.14%.  Savings 
accounts decreased 2.7% to end the nine  month comparison period at $31.5 
million for 1998 compared to $32.4 million for 1997.  Our gross loan 
portfolio increased $143 thousand from $150.5 million at the end of the 
first nine months of 1997 to $150.6 million for the same period in 1998.
Of this total portfolio of $150.6 million, $80.6 million are scheduled to 
reprice or mature within one year compared to $81.3 million a year ago.  
At the end of the first nine months of 1998, the Company reported 
investments of "Available for Sale" securities at a market price of just 
over $20.7 million, compared to $8 million for the same period in 1997.
The book value of securities classified as "Held to Maturity" decreased 
to $38.5 million for the first nine months of 1998 from $43.5 million for
the same comparison period in 1997, a decrease of $5.1 million or 11.6%.
In addition to these investments, the Company held in its portfolio Equity 
Securities with a book and market value of $1.14 million as of September
30, 1998 compared to $1.1 million for the prior year.  Federal funds sold 
were reported at $2.7 million for the first nine months of 1998 compared 
to $3.2 million for the first nine months of 1997, a decrease of $425 
thousand or 13.5%.  Community National Bank set up a sweep account at the 
Bank of Boston during the first part of 1998, and as of September 30, 1997
the balance was $849,727.  Additionally, the Company has access to various 
lines of credit totaling $102.5 million, of which $4.1 million is advanced 
as of September 30, 1998.

RESULTS OF OPERATIONS

    Net income for the third quarter ended September 30, 1998 was $562 
thousand, representing an increase of 24.6% over net income of $451 
thousand for the third quarter ended September 30, 1997, and an increase 
of 4.2% compared to net income of $539 thousand for the third quarter 
ended September 30, 1996, resulting in earnings per share of $0.18, $0.15,
and $0.19, respectively.  Net income for the first nine months of 1998 was
$1.53 million compared to $1.58 million a year ago, and $1.52 million for
the same period in 1996, translating to a decrease of 3.3% for 1998 versus 
1997, and an increase of just under one percent for 1998 versus 1996.  As 
a result, earnings per share of $0.50, $0.53, and $0.53 were reported for
the first nine months of 1998, 1997, and 1996, respectively.

    A 5% stock dividend was declared on January 10, 1997, payable on 
February 1, 1997 to shareholders of record on January 15, 1997.  As a 
result of this dividend, all per share data for 1996 has been restated.  
In 1998, a 2-for-1 stock split was declared and accomplished through a 
100% stock dividend.  In order for this to occur, an increase in the 
number of authorized shares was voted on and accepted by the shareholders 
at the Annual Meeting held on May 5, 1998.  The stock dividend was then 
paid on June 1, 1998 to shareholders of record as of May 15, 1998.  All 
per share data for the current year to date and all quarterly data for 
1997 and 1996 have been restated to reflect this stock dividend.  A 
cash dividend of $0.15 per share was declared in each of the first three 
quarters of 1998, compared to cash dividends of $0.14 per share for the 
first three quarters of 1997, and $0.13 per share for the same periods 
in 1996. 

    Net interest income, the difference between interest income 
and interest expense, represents the largest portion of the Company's 
earnings, and is affected by the volume, mix and interest rate 
sensitivity of earning assets versus interest bearing liabilities.

    Net interest income for the third quarter of 1998 increased to 
$2.28 million from $2.25 million in 1997, and $2.12 million in 1996, 
resulting in increases of 1.12% for 1998 versus 1997, and 6.25% for 1997
versus 1996.  Net interest income for the first nine months increased 
from $6.1 million for 1996 to $6.65 million for 1997, and ended the 
first nine months of 1998 at $6.67 million, tallying increases of 8.7%
and just under one half of one percent, respectively, for 1997 versus 
1996, and 1998 versus 1997.  Interest income increased by $90 thousand 
or 2.2% for the third quarter of 1997 versus 1996, and by $72 thousand 
or 1.7% for the third quarter of 1998 versus 1997, increasing from 
$4.16 million in 1996, to $4.25 million in 1997, and ending the third 
quarter of 1998 at $4.33 million.   Interest income for the first nine 
months of 1998 increased to $12.8 million compared to $12.5 million in 
1997, and $12.3 million for the first nine months of 1996, an increase 
of $291 thousand or 2.3% for 1998 versus 1997, and an increase of $125 
thousand or just over one percent for 1997 versus 1996.  Interest 
expense increased $46 thousand or by 2.32% for the third quarter of 
1998 versus 1997, while a decrease of $43 thousand or 2.09% was noted 
for the third quarter of 1997 versus 1996.  An increase is also noted 
for the first nine months of 1998 versus 1997 amounting to $265 thousand
or 4.6%, while a decrease of $407 thousand or 6.5% is noted in the first 
nine months of 1997 compared to the same period for the prior year.  In 
reviewing the third quarter figures, total interest expense increased 
slightly while a decrease is noted in 1998 for interest and fees on loans,
the major source of interest income.  This was offset by sizable increases
in interest on investments and federal funds sold. In 1997, the decrease 
in total interest expense and the increase in interest and fees on loans 
made up for the decreases in some of the components of interest income.  
Both of these scenarios support the increase in net interest income in 
the respective comparison periods.  In reviewing the nine month figures, 
the increase in interest expense was outweighed by the income generated 
by the new Bank of Boston sweep account together with the increase in 
interest and fees on loans and federal funds sold.  

    The following paragraphs are comparisons of average balances and 
the respective yield for interest earning assets and interest bearing 
liabilities.  Figures for these comparisons were obtained from the table
labeled "Average Balances and Interest Rates", found in the financial 
statements section.  

    Income on tax-exempt securities is stated on a fully tax equivalent 
basis in this table, therefore, figures presented are higher than those 
presented in the Statement of Income included with the financial 
statements.

    Income from loans for the first nine months of 1998 increased just 
under one percent to $10.4 million compared to $10.3 million for the same 
period in 1997.  The average volume of loans increased 2.1% to end the 
first nine months of 1998 at $150.5 million compared to $147.4 million 
for the prior year, while the yield on these loans decreased 13 basis 
points from 9.33% to 9.20%.

    The average volume of taxable investments increased to $37.6 million 
or by 2.6%, while the yield on these investments for the first nine 
months of 1998 fell 23 basis points, from a yield of 5.96% to 5.73%.
Of the total taxable investments, approximately $18 million is classified
as available for sale, with the remaining $19.6 million classified as 
held to maturity.  Included in the held to maturity average volume is 
the U.S. Treasury Strip with an average volume of $1.4 million that the 
Company obtained in the acquisition of Liberty Savings Bank.  An increase
of $1.2 million or 9.8% is noted in the average volume of tax-exempt 
investments, with figures of $11.8 million for the first nine months of 
1997 compared to $12.9 million for the same period in 1998.  The tax 
equivalent yield decreased 57 basis points from 7.72% for the first nine 
months of 1997 to 7.15% for the first nine months of 1998.  All of 
these investments are classified as held to maturity.

    Other securities ended the nine months period in 1998 at an average
volume of $1.27 million, resulting in an increase of 2.5% compared to the 
same period last year.  Income generated from these securities increased 
4.2%, and the average yield increased 11 basis points from a yield of 
6.38% for the first nine months of 1997 to 6.49% for the first nine 
months of 1998.  Of this total volume of $1.27 million, approximately 
$1.12 million are equity securities, and under the guidelines, are 
classified as available for sale, with the remaining $145 thousand 
classified as held to maturity.

    The Company currently has no investments classified as trading 
securities, nor does it intend to carry any of these securities. 

    The average volume on federal funds sold increased from $984 
thousand to $3.8 million for the first nine months of 1998 compared 
to the same period in 1997.  The income from these funds increased 
accordingly by $89 thousand, with income reported at $132 thousand and
$43 thousand, respectively for the first nine months of 1998 and 1997.

    The Bank of Boston sweep account reports an average volume for the 
first nine months of 1998 of $3.2 million with income of $144 thousand, 
resulting in an average yield of 6.04%.

    In total, the volume of average earning assets increased to $209.3 
million, or by 5.7% during the first nine months of 1998 compared to 
the same period in 1997.  Income generated on these earning assets 
increased from $12.7 million to almost $13 million, while the average 
yield on these assets decreased 27 basis points from 8.56% to 8.29%, 
respectively, for the first nine months of 1997 and 1998.

    Savings deposits decreased from an average volume of $32.2 million 
for the first nine months of 1997 to $30.8 million for the same period 
in 1998.  Interest expense associated with these funds decreased from 
$662 thousand to $616 thousand and the average yield decreased 
accordingly, from 2.75% to 2.68%.

    Now and money market funds increased to $43.3 million or by 12% in 
volume in 1998 and interest expense increased as well by $135 thousand,
or by 13.2% to a nine month expense figure for 1998 of $1.2 million.  
Both of these moderate increases resulted in a diminutive increase in 
the average rate paid of 3 basis points to a rate of 3.59% compared to 
3.56% a year ago.

    An increase of 4.3% in average volume for time deposits was reported 
at the end of the first nine months of 1998 compared to the same period 
in 1997, ending the period at $98.4 million.  Interest paid on time 
deposits increased from $3.95 million in 1997 to $4.15 million in 1998, 
resulting in an increase of 4 basis points in the average yield of 5.60% 
for 1997 to 5.64% for 1998.

    Other borrowed funds increased to an average volume of $4.1 million 
with an average yield of 4.85% for the first nine months of 1998 from 
$3.7 million in volume with an average yield of 6.05% for the same period
in 1997, an increase in volume of 9% with a decrease in yield of 120 basis 
points.

    Repurchase agreements were established during the second quarter of 
1998 in an effort to attract new business customers, and keep those 
currently with Community National Bank.  As of the end of the first nine 
months of 1998, these funds maintained an average volume of almost $40 
thousand, with an average rate paid of 4.43%.

    Subordinated debentures ends the list of interest bearing liabilities, 
reporting the highest decrease in volume, comparatively.  The average 
volume decreased from $127 thousand for the first nine months of 1997 to 
$50 thousand for the same period in 1998, resulting in a decrease in 
interest expense of $6 thousand.  The 9% debentures have reached maturity, 
and as of September 30, 1998 report a zero balance.  The 11% debentures 
are, as of August '98, in the second phase of the redemption period, and 
report an actual volume of $20 thousand.  The maturity for the 11% 
debentures is July 31, 2004, with the redemption price decreasing 1% 
every two years beginning on July 31, 1998.

ALLOWANCE FOR POSSIBLE LOSSES ON LOANS

    In the opinion of management, adequate loan loss coverage is 
Considered to be one of the most crucial areas of financial safety and 
profitability of the Company.  As a result, larger and potential problem 
loans are typically reviewed on a loan by loan basis.  A review of the 
overall level of risk within the portfolio helps to insure adequate 
coverage in the event of future chargeoffs.  Emphasis is placed on each 
borrower's financial condition, the industry or sector for the economy 
in which the borrower operates, and overall economic conditions.  The 
Executive Officers and Board of Directors review the loan portfolio on a
monthly basis noting existing and potential problems in the portfolio.  
The Company also has a credit administration department whose duties 
include, among others, an ongoing review of delinquent and non-performing
loans.  The credit administration officer is responsible for reporting all
findings and recommendations to senior management for further assessment 
and final judgement as to the appropriate action to follow.
    Specific Allocations are made in situations management feels are at 
a greater risk for loss.  A quarterly review of the Qualitative Factors, 
including but not limited to, "Levels of, and Trends in Delinquencies 
and Non-Accruals" and "National and Local Economic Trends and Conditions" 
helps to ensure that areas with potential risk are noted and coverage 
increased or decreased to reflect historical trends in delinquencies and 
non-accruals.  Residential first mortgage loans make up the largest part 
of the loan portfolio and have the lowest historical loss ratio, which 
helps to alleviate the overall risk.

    The valuation allowance for loan losses of $1.7 million as of 
September 30, 1998 constitutes 1.1% of the total loan portfolio, compared
to $1.5 million or 1% for the same period in 1997.  This allowance figure
is sufficient in light of the fact that of the total loan portfolio of 
$150.6 million, $123.6 million or 82% are real estate mortgage loans; and 
of this total, $98.6 million or 79.8% constitute one to four family 
residential mortgage loans.  Increases are noted in all volumes compared 
to last years figures of $150.5 million in total loans, $121.9 million 
in real estate mortgage loans, representing 81% of the total portfolio; 
and a further breakdown reveals $98.2 million in one to four family 
residential mortgage loans, accounting for 80.6% of the total real 
estate loan portfolio.  Historically, the Company has experienced 
minimal loan loss with this particular portfolio of loans, further 
supporting the basis for management's opinion of adequate loan loss 
coverage.  Furthermore, a loan portfolio consisting of 82% in residential
and commercial real estate secured mortgage loans is by far more stable 
and less vulnerable than a portfolio with a higher concentration of 
unsecured commercial and industrial loans or personal loans.

    In May 1993, the FASB issued SFAF No. 114, "Accounting by Creditors 
for Impairment of a Loan".  The company adopted this new rule as required
at the beginning of the 1995 calendar year.  This statement allows the 
Company to classify its in-substance foreclosures as loans, and disclose 
them as impaired loans as long as regulatory guidelines are followed.  
Loans will generally be valued at the lower of either the present value 
of expected future cash flows discounted at the loan's effective interest
rate or at the loan's observable market price or the fair value of the 
collateral if the loan is collateral dependent.  Since it's adoption in 
1995, the effect of this rule has been insignificant to the financial 
position and results of operation of the Company.

    Non-performing assets for the Company are made up of three different
types of loans;  "90 Days or More Past Due", "Other Real Estate Owned 
(OREO)", and "Non-Accruing Loans".  Comparisons of these non-performing 
assets for 1998 and 1997 reveals a dramatic decrease in OREO amounting to 
$943 thousand or 61.4%, while the other categories report increases 
totaling almost $479 thousand or 24%.  Non-accruing loans increased from
$1.8 million as of September 30, 1997 to just over $2 million as of 
September 30, 1998, and loans 90 days or more past due reported $172 
thousand for the first nine months of 1997 compared to $417 thousand 
for the same period in 1998.  In total, non-performing assets decreased 
$464 thousand or by 13.2% to end the first nine months of 1998 at $3.1 
million compared to $3.5 million for the prior year.  Non-accruing loans
make up most of the non-performing portfolio at 67%, while OREO comprises
19%, and 90 days or more past due tally 14% of the total.  In reviewing 
the non-accrual portfolio, the composition of real estate secured loans 
is 88.6%, thereby reducing the exposure for potential loss. 

              GRAPHICS                    GRAPHICS
<TABLE>
As of September 30, 1998, and 1997, the Non-Performing portfolios were as 
follows:
<CAPTION>
                                         1998          1997

     <S>                                 <C>           <C>
     Non-accruing loans                  $2,036,967    $1,803,008
     Loans past due 90 days or more         416,666       171,977
     Other real estate owned                592,114     1,534,781
          Total                          $3,045,747    $3,509,766
</TABLE>

    These totals of $3.1 million for 1998 and $3.5 million for 1997 equal 
2.02% and 2.33%, respectively, of total gross loans, as well as 1.4% and 
1.6%, respectively, of total assets.  As of September 30, 1998, reserve 
coverage of non-performing assets was 54.3% compared to 42.8% a year ago.

    Management continues to maintain the reserve requirement at a level 
sufficient to cover total eligible loans.  Community National Bank employs 
personnel to manage the non-performing portfolio.  At this time, management
is satisfied with the efforts of this department to reduce and maintain a 
manageable portfolio.  The local economy continues to lag in the recovery 
process of economic conditions.  With this factor always present, the 
Company continues to exercise caution in its efforts to maintain adequate 
reserve coverage.

    Other real estate owned (OREO) is made up of property that the Company
owns in lieu of foreclosure or through normal foreclosure proceedings, and 
property that the Company does not hold title to, but is in actual control 
of, known as in-substance foreclosure.  Property in OREO is valued at the 
appraised value or book value of the loan, whichever is less.  Our policy 
is to appraise the property to determine the value, as well as to determine
if a write down is necessary to bring the book value of the loan to the 
appraised value prior to including the property in OREO.  Appraisals are 
then done periodically thereafter, charging any additional write downs to 
the applicable expense account.

    Our current portfolio of OREO totals $592,114, with $145,211 deeded in 
lieu of foreclosure, and the remaining $446,903 obtained through the normal 
foreclosure process.  Currently, there are no properties classified as in-
substance foreclosure.  All of the properties are located in Vermont and 
consist of the following; commercial land in Jay, two condominiums in 
Newport, one commercial building in Newport, an apartment building in 
Orleans and one in Newport Center, a commercial building in Derby, two 
single family residences in Newport, a single family home in Derby, land 
in Island Pond, and a farm in Canaan.  The farm carries a 90% FSA guarantee. 
This property was sold during the month of September, however, the Company 
is awaiting funds from the guarantee portion to pay off the balance.  The 
single family residence in Derby was sold during the first part of October,
and the commercial building in Derby is under contract with an estimated 
closing date of late October. 

OTHER OPERATING INCOME AND EXPENSE

    Other operating income for the third quarter of 1998 was $382 thousand 
compared to $352 thousand for 1997 and $325 thousand for the same period 
in 1996.  The results are increases of $31 thousand or 8.7% for 1998 versus
1997 and $26 thousand or 8.1% for 1997 versus 1996.  Other income reports 
the biggest increase for the comparison period of '98 versus '97 at $27 
thousand or 19%, while in the comparison period of '97 versus '96, service
fees reported the biggest increase at $18 thousand, or 11.2%.  Income from
sold loans, a component of other income, was a big contributor to the 
increase for the third quarter of 1998.  Other operating income for the 
first nine months of 1998 was reported at $1.19 million compared to $1.26 
million for the same period in 1997 and $948 thousand for the first nine 
months in 1996.  This translates to a decrease of $72 thousand or 5.7% 
for 1998 versus 1997, while an increase of almost $317 thousand or 33.4%
is noted for 1997 versus 1996.  Other income showed the biggest decrease 
at $79 thousand, or 12% for the 1998 versus 1997 comparison period, and 
the biggest increase at $236 thousand, or 56%, for the 1997 versus 1996 
comparison period.  A substantial gain was recognized during the first 
nine months of 1997 through the sale of inventory associated with an OREO 
property.  This alone helped to boost the increase over the 1996 comparison 
period as well as contribute to the decrease in other income for the 1998 
comparison period.  

    In May 1995, the FASB issued SFAF No. 122 "Accounting for Mortgage 
Servicing Rights, an Amendment of FASB Statement No. 65".  This statement 
requires Banks to recognize as separate assets the rights to service 
mortgage loans for others however those rights are acquired.  A Bank 
allocates the total cost of the mortgage loans to the mortgage servicing 
rights and the loans (without the mortgage loan servicing rights) based on
their relative fair value.  This value is determined through use of market 
prices under comparable servicing sales contracts.  Income from this 
statement is a component of other income and amounted to $62,840, $17,065 
and $27,493, respectively, for the first nine months of 1998, 1997, and 1996.

    Other operating expense for the third quarter of 1998 was $1.77 
million compared to $1.82 million for the third quarter of 1997 and $1.65 
million for the same quarter in 1996.  The results are a decrease of $47 
thousand or 2.6% for 1998 versus 1997 and an increase of $169 thousand or 
10.3% for 1997 versus 1996.  All components of other operating expense 
showed decreases with salaries and wages reporting the biggest decrease 
at almost $20 thousand or 2.7%, followed by pension and other employee 
benefits with a decrease of $11 thousand or 5.4%, for the third quarter
of 1998 compared to 1997. In the third quarter comparison of 1997 versus 
1996, all components of other operating expense reported increases with
other expense reporting the biggest increase at just over $60 thousand or 
12.6% for 1997 compared to 1996, followed closely by salaries and wages at
$47 thousand or 6.8%.  An increase in state deposit tax was a contributing 
factor to the increase in other expense. Other operating expense of $5.34 
million was reported for the first nine months of 1998, compared to $5.28 
million for the 1997 comparison period, and $4.83 million for the same 
period in 1996, an increase of $56 thousand or 1.07% for 1998 versus 1997 
and an increase of $452 thousand or 9.36% for the 1997 versus 1996 
comparison period.  Occupancy expenses revealed the biggest increase for 
1998 compared to 1997 with an increase of $34 thousand or 3.7% followed 
by an increase of $24 thousand or 4.7% in pension and other employee 
benefits.  Salaries and wages decreased for the nine month comparison 
periods for 1998 and 1997 in addition to the third quarter comparisons. 
A decrease of full time equivalent employees between September 30, 1997
and September 30, 1998 forms the basis for the decrease in salaries and 
wages.  An increase of $244 thousand or 17% in other expense is noted 
for the first nine months of 1997 compared to the same period in 1996.
An increase in expenses associated with OREO properties as well as the 
installation of a new Automatic Teller Machine (ATM) in the Island Pond 
office helped to contribute to the increase in other expense for this 
comparison period.  Salaries and wages increased $145 thousand or by 7.3%
during the comparison period of 1997 versus 1996.

    All components of other operating expense are monitored by management, 
however, a more diligent quarterly review is performed on crucial components
to assure that the accruals for these expenses are accurate.  This helps 
alleviate the need to make drastic adjustments to these accounts that in 
turn effect the net income of the Company.

APPLICABLE INCOME TAXES

    Income before taxes started the third quarter comparison periods at $721
thousand for the third quarter of 1996, and then decreased $145 thousand or  
                   20.2% to $576 thousand as of the end of the third quarter 
                   of 1997, and ended the third quarter of 1998 with an 
                   increase of $168 thousand or 29.2% at a figure of $744 
                   thousand.  As a result of these figures, provisions for 
    GRAPHICS       income taxes were reported at $182 thousand for the third 
                   quarter of 1996, then decreased by $57 thousand to a 
                   figure for the same quarter in 1997 of $125 thousand, and 
                   then increased $57 thousand back to a figure of $182 
                   thousand for the third quarter of 1998.  Income before 
                   income  taxes for the first nine months of 1996 was  
                   reported at $2 million, compared $2.1 million for the 
                   same period in 1997, and then ended at $2.02 million as 
                   of September 30, 1998.  These figures translated into an 
                   increases of $112 thousand or 5.6% for 1997 versus 1996 
and a decrease of $87 thousand or 4.1% for 1998 versus 1997.  Following suit, 
provisions for income taxes reported a first nine months figure of $471 
thousand in 1996, a 10.4% increase to $520 thousand for 1997, and a 6.7% 
decrease to $485 thousand for the first nine months of 1998.

EFFECTS OF INFLATION

    Rates of inflation affect the reported financial condition and results 
of operations of all industries, including the banking industry.  The 
effect of monetary inflation is generally magnified in bank financial and 
operating statements.  As costs and prices rise during periods of monetary 
inflation, cash and credit demands of individuals and businesses increase, 
and the purchasing power of net monetary assets decline.  While high rates
of inflation have in the past strained the capital structure of financial 
institutions, in recent months this trend has somewhat alleviated by 
declining rates of inflation, with a resulting relaxation of the erosion
of the purchasing power of monetary assets.

    The Company's ability to preserve its purchasing power depends primarily
on its ability to manage net interest income.  Net interest income for the 
third quarter of 1998 increased 1.12% over the third quarter of 1997, and 
7.4% over the third quarter of 1996.  Year to date net interest income is 
reported at $6.67 million, increasing less than one half of one percent for
the first nine months of 1997 and 9.2% over the same period in 1996.

FINANCIAL CONDITION

    Average earning assets grew 5.7% in the first nine months of 1998 
compared to the same period in 1997 to an average volume of $209.3 million.  
Loans totaled $150.5 million in 1998 and $147.4 million in 1997, comprising 
71.9% and 74.4%, respectively, of total earning assets.  On September 30,
1998, residential real estate mortgage loans made up 65% of the portfolio, 
commercial loans made up 23%, and personal loans made up 12%, differing 
slightly from the 1997 percentages of 65%, 22%, and 13%, respectively.

    Taxable investments made up 18% of the average earning assets in the 
first nine months of 1998, compared to 18.5% in 1997 to end the period at 
an average volume of $37.6 million.  Tax-exempt investments of $12.9 
million accounted for 6.2% of the average earning assets in the first 
nine months of 1998, compared to $11.8 million or 6% a year ago.

    Federal Funds sold reports an average volume of $3.8 million making 
up 1.8% of the earning assets portfolio at the end of the first nine 
months of 1998, compared to $984 thousand or one half of one percent for 
the same period ending in 1997.  The new Bank of Boston sweep account 
comprised 1.5% of total earning assets ending at an average volume of 
$3.2 million.  Ending the list of earning assets, other securities with 
an average volume of $1.3 million accounted for .61% of earning assets 
for the first nine months of 1998, compared to an average volume of 
$1.24 million, accounting for .63% a year ago.

    The St. Johnsbury office continues to report growth in both assets 
and liabilities with total gross loans ending the first nine months of 
1998 at an average volume of $12.2 million compared to $9.4 million for 
the same period last year.  Total deposits ended the same period at an 
average volume of $11.1 million for 1998 versus $6.9 million for 1997.  
Residential real estate loans continue to account for the greatest 
portion of the loan portfolio with an average balance of $6.4 million 
or 52.3% and money market accounts with an average volume of $4.6 million 
accounts for 41.9% of total deposits.

    Historically, the Company has funded its growth by steady increases 
in its core deposits.  The Company has no brokered deposits, nor does 
it rely on large certificates or other forms of volatile deposits to 
fund its growth in earning assets.  As interest rates decline, there is 
generally a shift to savings and money market accounts, as customers 
await an opportunity to reinvest at higher rates.  Conversely, as rates 
increase, funds shift from savings and money market accounts to 
certificates of deposit to lock in higher yields.  Interest rates have 
decreased on savings accounts as well as NOW and money market accounts
while the rate paid on certificates of deposit has increased.  The average 
volume of savings accounts decreased by 4.5%, while an increase of 12.1% 
is noted in the average volume of NOW and money markets accounts, and an 
increase of 4.3% is reported for certificates of deposit.

    Savings deposits reported an average volume of $30.8 million, making 
up 17.4% of total interest bearing liabilities for the first nine months 
of 1998, compared to an average volume of $32.2 million accounting for 
just over 19% for the same period a year ago.

    For the first nine months of 1998, NOW and money market reported an 
average volume of $43.3 million accounting for 24.5% of total interest 
bearing liabilities, which is an increase over last years figures of 
$38.6 million in average volume making up 22.8% of the interest bearing 
liabilities portfolio.

    Time deposits ended the first nine months of 1998 at an average volume
of $98.4 million compared to $94.4 million for the same period a year ago.  
These figures translate into compositions of 55.7% and 55.8%, respectively,
of total interest bearing liabilities for the nine months ended 1998 and 
1997.

    Other borrowed funds, with an average volume of $4.1 million accounted 
for 2.3% of the interest bearing liabilities portfolio for the first nine 
months of 1998, compared to an average volume of $3.7 million making up 
2.2% for the first nine months of 1997.

    Repurchase agreements, which as mentioned earlier, was just established
this year, carried an average volume of $40 thousand making up .02% of 
interest bearing liabilities.  And ending the list of interest bearing 
liabilities, subordinated debentures carried an average volume of $50 
thousand and made up .03% to total interest bearing liabilities for the 
first nine months of 1998, compared to a volume of $127 thousand making 
up .08% for the same period in 1997.

CAPITAL RESOURCES

    The Company's stockholders' equity started the year at $20,480,357, 
was increased through earnings of $1,527,759, sales of common stock 
through dividend reinvestment and debenture conversions of $747,904, and 
adjustments of $300,768 for valuation of allowance for securities.  It 
was decreased by dividends of $1,369,090, and purchase of treasury stock
of $197 to end the first nine months of 1998 at $21,687,501 with a book 
value of $7.01 per share.  All stockholders' equity is unrestricted.  
Additionally, it is noted that the unrealized gain on valuation 
allowance for securities has increased starting at the September 30, 
1997, balance of $28,339 to the December 31, 1997, balance of $33,709 
to end the first nine months of 1998 at $334,477.  A review of this 
activity shows that as the maturity date of the investments gets closer,
the market price becomes favorably better, therefore, material loss is 
greatly reduced.

    The Company is required to maintain minimum amounts of capital 
to "risk weighted" assets, as defined by the banking regulators.  
The minimum requirements for Tier I and Total Capital are 4% and 8%, 
respectively.  As of September 30, 1998 the Company continued to 
maintain ratios far above the minimum requirements with reported 
ratios of 19.31% for Tier I and 20.58% for Total Capital.

    The Company continues its policy of maintaining a strong capital 
resource position to support its asset size and level of operations.  
Consistent with that policy, management will continue to anticipate the 
Company's future capital needs.

OTHER MATTERS

    The Company is currently working to resolve the potential impact 
of the year 2000 (Y2K) on the processing of date-sensitive information 
by the Company's computerized information systems. The Y2K problem is 
the result of computer programs being written using two digits (rather 
than four) to define the applicable year. Any of the Company's programs 
that have time-sensitive software may recognize a date using "00" as 
the year 1900 rather than the year 2000, which could result in 
miscalculations or system failures.  The Company does not write 
any source programming code and is therefore dependent upon external 
vendors and service providers to alter their programs to become Y2K 
compliant. 

    In an effort to correctly assess the effect of Y2K on the financial 
position of the Company, a committee has been organized.  This committee 
meets on a regular basis to keep management and the Board of Directors 
informed of any changes or problems encountered.  The Y2K committee has 
put together a list of the various software vendors that they felt need 
further assessment for Y2K compliance, and one individual has been 
assigned to work directly with each software vendor.  This committee 
has met twice to date, and has established a schedule for testing the
software for Y2K conformity. This first phase is expected to be completed
by the end of the 1998 calendar year.  Preliminary procedures are also 
in place in the event that the first phase of testing proves non compliant. 

    The costs involved in addressing potential problems are not currently 
expected to have a material impact on the Company's financial position,
results of operations or cash flows in future periods.  However, if the
Company, its customers or vendors are unable to resolve such processing
issues in a timely manner, it could result in a material financial risk.
Accordingly, the Company plans to devote the necessary resources to
resolve all significant year 2000 issues in a timely manner, and to that
end, has established a contingency in the amount of $50,000 for fiscal 
year '99.


                                 PART II.
                                  Item 1

Legal Proceedings

    Community National Bank is currently involved in a lawsuit against the 
State of Vermont.  The issue involves OREO property that is on "filled land"
on the shores of Lake Memphremagog in the City of Newport.  According to a 
so-called "public trust doctrine", the State of Vermont might have ownership
of any lands created by filling any portion of the navigable waters of the 
state.  The result of this is that the Bank has been unable to sell these 
properties because some attorneys will not clear title to the property.  
The suit filed is an attempt to clear title to said properties by seeking 
judicial clarification of the public trust doctrine.  The outcome of the suit
is not likely to have a material impact on the financial statements of the 
Bank or consolidated Company.

    There are no pending legal proceedings to which the Company is a party 
or of which any of its property is the subject, other than routine litigation 
incidental to its banking business.


                                  Item 6

Exhibits and Reports on Form 8-K


Exhibits - None
   
Form 8-K was filed on September 8, 1998 relating to the amendment of Article
Five of the Corporation's Articles of Association to increase the number of
shares the Corporation may issue, and the approval by the Board of Directors
to restate the Articles of Association.
    


                               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.

							COMMUNITY BANCORP.



DATED:  November 12, 1998                 By: /S/ Richard C. White
                                          Richard C. White, President



DATED:  November 12, 1998                 By: /s/ Stephen P. Marsh
                                          Stephen P. Marsh,
                                          Vice President & Treasurer



<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               SEP-30-1998
<CASH>                                           4,863
<INT-BEARING-DEPOSITS>                             850
<FED-FUNDS-SOLD>                                 2,725
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     21,856
<INVESTMENTS-CARRYING>                          38,465
<INVESTMENTS-MARKET>                            38,709
<LOANS>                                        150,600
<ALLOWANCE>                                      1,653
<TOTAL-ASSETS>                                 224,239
<DEPOSITS>                                     197,474
<SHORT-TERM>                                        78
<LIABILITIES-OTHER>                                919
<LONG-TERM>                                      4,080
                                0
                                          0
<COMMON>                                         7,808
<OTHER-SE>                                      13,879
<TOTAL-LIABILITIES-AND-EQUITY>                 224,239
<INTEREST-LOAN>                                 10,353
<INTEREST-INVEST>                                2,127
<INTEREST-OTHER>                                   276
<INTEREST-TOTAL>                                12,756
<INTEREST-DEPOSIT>                               5,933
<INTEREST-EXPENSE>                               6,088
<INTEREST-INCOME-NET>                            6,668
<LOAN-LOSSES>                                      510
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  5,339
<INCOME-PRETAX>                                  2,012
<INCOME-PRE-EXTRAORDINARY>                       2,012
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,528
<EPS-PRIMARY>                                      .50
<EPS-DILUTED>                                      .50
<YIELD-ACTUAL>                                    7.95
<LOANS-NON>                                      2,037
<LOANS-PAST>                                       417
<LOANS-TROUBLED>                                   129
<LOANS-PROBLEM>                                   2666
<ALLOWANCE-OPEN>                                 1,502
<CHARGE-OFFS>                                      525
<RECOVERIES>                                       166
<ALLOWANCE-CLOSE>                                1,653
<ALLOWANCE-DOMESTIC>                             1,653
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                            155
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission