WESTBANK CORP
10-Q, 1995-08-11
STATE COMMERCIAL BANKS
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                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D. C.  20549
  
                                 FORM 10-Q
   
   (Mark One)   [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934
   
                                    OR
                [  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                                                    
               For the quarterly period ended June 30, 1995
   
      
                    Commission file number   0 - 12784
   
                           WESTBANK CORPORATION
          (Exact name of registrant as specified in its charter)
   
      
   Massachusetts                                            04 - 2830731
(State or other jurisdiction of inc. or org.)       (I.R.S. Employer I.D. No.)

   
      
225 Park Avenue, West Springfield, Massachusetts                   01090-0149
      (Address of principal executive offices)                     (Zip Code)
      
                              (413) 747-1400
           (Registrant's telephone number, including area code)
   
      
          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 such reports) and (2) has been subject to such
     filing requirements for the past 90 days.

                              YES  X  NO    
   
      
          Common stock, par value $2 per share: 3,193,743 shares
     outstanding as of July 31, 1995.
   
                                                






<PAGE>


                   WESTBANK CORPORATION AND SUBSIDIARIES

                                   INDEX

                      PART I - FINANCIAL INFORMATION
    
                                                                     Page  

Financial Statements                                                   

     Condensed Consolidated Balance Sheets                                3

          Condensed Consolidated Statements of Income                     4

          Condensed Consolidated Statements of Stockholders' Equity       5

          Condensed Consolidated Statements of Cash Flows                 6

          Notes to Condensed Consolidated Financial Statements          7-9

Management's Discussion and Analysis of Financial Condition and       
     Results of Operations                                             9-16


                        PART II - OTHER INFORMATION


ITEM 1.  Legal Proceedings                                               17

ITEM 2.  Changes in Rights of Securities Holders                         17

ITEM 3.  Defaults by Company on its Senior Securities                    17

ITEM 4.  Results of Votes on Matters Submitted to a Vote
     of Security Holders                                                 17

ITEM 5.  Other Information                                               17

ITEM 6.  Exhibits and Reports on Form 8-K                                17

Signatures                                                               18






<PAGE>


                       WESTBANK CORPORATION AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                        JUNE 30, 1995 AND DECEMBER 31, 1994
<TABLE>                                         
(Dollar amounts in thousands)
<CAPTION>

ASSETS                                                 June 30, 1995       December 31, 1994
Cash and due from banks:                                (Unaudited)
	<S>													  <C>				  <C>
    Non-interest bearing                                  $  11,807           $  10,425
    Interest bearing                                             19                 275
Federal Funds sold                                            5,500               1,000
Total cash and cash equivalents                              17,326              11,700
Securities available for sale       
  (Amortized cost of $17,057 in 1995 and 
  $8,001 in 1994)                                            17,209               7,753
Securities held to maturity (approximate                                     
  market value of $20,510 in 1995 and
  $20,631 in 1994)                                           20,486              21,463
Mortgage-backed securities (approximate                                      
  market value of $321 in 1995 and $327 in 1994)                309                 331
Loans                                             $ 195,580           $ 196,002
   Allowance for loan losses                         (3,005)             (3,325)
      Net-loans                                             192,575             192,677
Bank premises and equipment                                   3,538               3,417
Other real estate owned (OREO) - net of         
  allowance for losses of $36 in                                                             
  1995 and $231 in 1994                                       1,775               1,552
Accrued interest receivable                                   1,707               1,668
Deferred income taxes                                         1,506               1,245
Other assets                                                  1,567               1,507
TOTAL ASSETS                                              $ 257,998           $ 243,313
                                                                                       
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
    Non-interest bearing                                  $  39,985           $  40,399
    Interest bearing                                        193,340             178,164
         Total Deposits                                     233,325             218,563
Borrowed funds                                                6,329               8,625
Accrued interest payable                                        289                 240
Other liabilities                                             1,216                 541
         Total Liabilities                                  241,159             227,969
Stockholders' Equity:
    Preferred stock - $5 par value                                0                   0
      Authorized    - 100,000 shares
      Issued        - none                                               
    Common stock    - $2 par value                                                         
      Authorized    - 9,000,000 shares                                 
      Issued        - 3,178,278 shares in 1995 and
                      3,138,167 shares in 1994                6,356               6,276
    Additional paid in capital                                6,974               6,877
    Retained earnings                                         3,421               2,334
    Net unrealized gain/(loss) on securities available
      for sale                                                   88                (143)
       Total Stockholders' Equity                            16,839              15,344
                                                                                       
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $ 257,998           $ 243,313
                                                            
                      
</TABLE>

      See accompanying notes to condensed consolidated financial statements.



<PAGE>


                       WESTBANK CORPORATION AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
            FOR THE QUARTER AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994

<TABLE>
<CAPTION>                                         
(Dollar amounts in thousands)
(Unaudited)
                                       QUARTER ENDED               SIX MONTHS ENDED
                                   06-30-95  06-30-94       06-30-95  06-30-94
<S>										  <C>		<C>			   <C>		 <C>
Income:
  Interest and fees on loans            $ 4,460   $ 3,634        $ 8,699   $ 7,150
  Interest on temporary investments          80        47            112        61
  Interest and dividends on securities      579       413          1,074       896

Total interest and dividend income        5,119     4,094          9,885     8,107
Interest expense                          2,211     1,496          4,137     2,902

Net interest income                       2,908     2,598          5,748     5,205
Provision for loan losses                   350       365            800       712

Interest income after provision
  for loan losses                         2,558     2,233          4,948     4,493

Operating Income:      
  Security gains                              0         0              0       150
  Other non-interest income                 523       658          1,035     1,254
Total Operating Income                      523       658          1,035     1,404

Operating Expenses:
  Salaries and benefits                     945       951          1,901     1,859
  Other real estate-provision for losses    100       185            110       426
                   -operating expenses       90       116            210       220
  Other non-interest expense                949       808          1,788     1,640
  Occupancy - net                           166       174            353       359

Total operating expenses                  2,250     2,234          4,362     4,504

Income before income taxes                  831       657          1,621     1,393
Income taxes (benefit)                      284       124            219       (56)

Net Income                              $   547   $   533        $ 1,402   $ 1,449

Net income per share                    $  0.17   $  0.17        $  0.43   $  0.45

Weighted average shares of common 
  stock and common share 
  equivalents                         3,253,803 3,202,174      3,238,007 3,197,527

</TABLE>
      See accompanying notes to condensed consolidated financial statements.
<PAGE>






                       WESTBANK CORPORATION AND SUBSIDIARIES
             CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
      FOR THE YEAR ENDED DECEMBER 31, 1994 AND SIX MONTHS ENDED JUNE 30, 1995

                                 (1995 Unaudited)
<TABLE>
<CAPTION>                                                                        
(Dollar amounts in thousands)
                                                                         NET UNREALIZED
                                                                         GAIN (LOSS) ON
                                  COMMON STOCK       ADDITIONAL          SECURITIES
                             NUMBER OF       PAR     PAID IN   RETAINED  AVAILABLE
                              SHARES        VALUE    CAPITAL   EARNINGS   FOR SALE      TOTAL  
<S>							 <C>		   <C>		 <C>	   <C> 		 <C>		   <C>
DECEMBER 31, 1993            3,125,506     $ 6,251   $ 6,861   $    159  $       -     $ 13,271
               
Net income                           -           -         -      2,175          -        2,175
Shares issued under stock
  option plan                    7,864          16         -          -          -           16

Shares issued under stock
  purchase plan                  4,797           9        16          -          -           25

Cumulative effect of implementing
  accounting standard for investments
  as of January 1, 1994              -           -         -          -        233          233
Unrealized loss on securities
  available for sale for 
  the year                          -            -         -          -       (376)        (376)
Balance, December 31, 1994   3,138,167      $6,276    $6,877     $2,334      $(143)     $15,344 
                                                                                                
Net income for six months
  ended June 30, 1995                                             1,402                   1,402 

Cash Dividend Declared:
Amount Declaration Record  Paid   
$0.05  1/10/95     1/20/95 1/25/95                                 (157)                   (157)
$0.05  4/19/95     5/01/95 5/03/95                                 (158)                   (158)

Shares issued under Dividend
  Reinvestment Plan            15,626           31        53                                 84

Shares issued under stock
  option plan                  13,442           27         4                                 31

Shares issued under stock
  purchase plan                11,043           22        40                                 62

Unrealized gain on 
  securities available 
  for sale for the year                                                        231          231
                                                                                               
BALANCE - JUNE 30, 1995     3,178,278       $6,356    $6,974     $3,421       $ 88      $16,839

</TABLE>


      See accompanying notes to condensed consolidated financial statements.
<PAGE>





                       WESTBANK CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
                  FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
                                    (Unaudited)
<TABLE>
<CAPTION>
(Dollar amounts in thousands)

                                                            
                      
                                                                                                
                                                             Six Months Ended 
                                                             06-30-95 06-30-94
<S>                                                           <C>	    <C>     
Operating activities:                                                                           
 Net income                                                   $ 1,402   $1,449 
  Adjustments to reconcile net income to net cash provided by
   operating activities:
    Provision for loan losses                                     800      712 
    Depreciation and amortization                                 238      301 
    Provision for other real estate owned                         110      426 
    Increase in interest payable on deposits                       49      (38)
    (Increase) decrease in accrued interest receivable            (39)     (79)
    Realized gain on sale of securities                             0     (150)
    Realized (gain) loss on sale of other real estate owned        (2)       0 
    Realized loss on sale of premises and equipment                15        0 
    Decrease (increase) in other assets                          (163)      (8)
    Increase (decrease) in other liabilities                      119      124 
    Decrease (increase) in income taxes refundable                103      (38)
    Increase in deferred taxes                                   (261)    (400)
    Increase in accrued income taxes                              556        0 
     Net cash provided by operating activities                  2,927    2,299 
Investing activities:           
  Investments and mortgage-backed securities:
   Held to maturity:                                           
    Purchases                                                  (1,500)  (1,250)
    Proceeds from maturities                                    2,500    1,432 
  Available for sale:               
    Purchases                                                  (9,971)    (250)
    Proceeds from sales                                             0    4,936 
    Proceeds from maturities                                      794        0 
  Purchases of premises and equipment                            (374)    (488)
  Net (increase) decrease in loans                             (1,409)  (4,761)
  Proceeds from sale of other real estate owned                   331    1,619 
     Net cash provided by (used in) investing activities       (9,629)   1,238 
Financing activities:
  Net increase (decrease) in borrowings                        (2,296)  (6,317)
  Net increase (decrease) in deposits                          14,762   17,540 
  Proceeds from exercise of stock options and stock purchase plan 177       26 
  Dividends paid                                                 (315)       0 
     Net cash used by financing activities                     12,328   11,249 
Increase (decrease) in cash and cash equivalents                5,626   12,310 
Cash and cash equivalents at beginning of year                 11,700   12,974 
Cash and cash equivalents at end of year                      $17,326  $25,284 
Cash paid during the year:                                   
  Interest on deposits and other borrowings                     4,088    2,939 
  Income taxes                                                      0      270 
  Transfers of loans to other real estate owned                   845      314                                          
Sales of other real estate owned financed by the bank             134      742 
  
</TABLE>

                  See notes to consolidated financial statements.

<PAGE>

               

                 
                   WESTBANK CORPORATION AND SUBSIDIARIES
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (Unaudited)

NOTE A - GENERAL INFORMATION

Westbank Corporation (hereinafter sometimes referred to as
"Westbank") is a registered Bank Holding Company organized to
facilitate the expansion and diversification of the business of Park
West Bank and Trust Company (hereinafter sometimes referred to as
"Park West") into additional financial services related to banking
which are permitted by the Federal Bank Holding Company Act of 1956,
as amended.  Westbank became the owner of all of Park West's
outstanding capital stock effective July 2, 1984.

Substantially all operating income and net income of the Corporation
are presently accounted for by Park West.


NOTE B - CURRENT OPERATING ENVIRONMENT

From March, 1992 until December 22, 1994 Park West had been
operating under a Formal Order (the "Formal Order") with the Federal
Deposit Insurance Corporation and the Commissioner of Banks for the
Commonwealth of Massachusetts.  On December 22, 1994, as a result of
the improved financial condition of the Bank, the Formal Order was
released.  The Formal Order was replaced with a Memorandum of
Understanding (the "Memorandum").  The Memorandum is an informal
agreement with the Federal Deposit Insurance Corporation (the
"FDIC") and the Commissioner of Banks for the Commonwealth of
Massachusetts (the "Commissioner") requiring Park West, among other
things, to maintain a leverage capital ratio of at least 6%, to
develop a written plan of action to lessen its risk exposure to
certain borrowers and to refrain from extending or renewing credit
to any borrower who has a loan or extension of credit with Park West
that has been charged off or classified, without first obtaining
majority approval of Park West's Board of Directors.  Park West must
maintain the allowance for loan losses at a level commensurate to
the risk in the loan portfolio.  The Memorandum requires Park West
to obtain approval from the FDIC and the Commissioner prior to
paying or declaring a dividend.  Finally, Park West is required to
make quarterly reports to the FDIC and the Commissioner detailing
the form and manner of action taken to secure compliance with the
Memorandum.

The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") was enacted into law on December 19, 1991 and imposes
significant new regulatory restrictions and requirements on banking
institutions insured by the FDIC and their holding companies.

Effective December 19, 1992, FDICIA established five capital
categories into which financial institutions are placed based on
capital level.  The capital categories established by FDICIA are:
well capitalized; adequately capitalized; undercapitalized;
significantly undercapitalized; and critically under- capitalized.

Each capital category establishes different degrees of regulatory
restrictions which can apply to a financial institution.  As of June
30, 1995, Park West's capital was at a level that placed the Bank in
the well capitalized category.

FDICIA imposes a variety of other restrictions and requirements on
insured banks.  These include significant new regulatory reporting
requirements for fiscal years commencing after December 31, 1992, a
system of risk-based deposit insurance premiums and civil money
penalties for inaccurate deposit assessment reports.  In addition, a
system of regulatory standards for bank and bank holding company
operations, detailed new truth in savings disclosure requirements,
and restrictions on activities authorized by state law but not
authorized for national banks.

<PAGE>


The weak economy and real estate market continues to impair the
financial results of the Corporation.  Despite these weaknesses the
Corporation has managed significant improvements in the level of
non-performing assets.  As a result of the continued aggressive
management of problem loans and an on-going expense containment
program, the Board of Directors and management believe the
Corporation is positioned to sustain compliance with the Memorandum
as well as the requirements of FDICIA.

NOTE C - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial
statements for the second quarter ended June 30, 1995 and 1994 have
been prepared in accordance with generally accepted accounting
principles for interim information and with instructions for Form
10-Q.  Accordingly, they do not include all of the information and
notes required by generally accepted accounting principles for
complete financial statements.  In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating
results for the six month period ended June 30, 1995, are not
necessarily indicative of the results that may be expected for the
year ended December 31, 1995.

For further information, please refer to the Consolidated Financial
Statements and footnotes thereto included in the Westbank
Corporation's Annual Report on Form 10-K for the year ended December
31, 1994.


NOTE D - CHANGES IN ACCOUNTING PRINCIPLES

On January 1, 1995 the Bank adopted Statement of Financial
Accounting Standards ("SFAS") No.  114, "Accounting by Creditors for
Impairment of a Loan," as amended by SFAS No.  118, "Accounting for
Creditors for Impairment of a Loan - Income Recognition and
Disclosures".

SFAS No.  114 prescribes the methodology under which certain loans
are to be measured for impairment.  Generally, a loan is considered
impaired when management believes it is probable that all amounts
due will not be collected according to the contractual terms of the
loan agreement.  SFAS No.  118 amends SFAS No.  114 be eliminating
certain income recognition provisions and by expanding the
disclosure requirements.  Adoption of these standards did not have a
material effect on the Bank's financial condition or results of
operations.

The Bank measures impairment of commercial loans by using the
present value of expected future cash flows discounted at the loan's
effective interest rate.  Commercial real estate loans are generally
measured based on the fair value of the underlying collateral.
Smaller balance homogenous loans, including residential real estate
and consumer loans, are collectively evaluated for impairment.


The Bank evaluates each impaired loan to determine the income
recognition policy.  Generally, income is recorded only on a cash
basis for impaired loans.  Interest income recognized in the first
six months of 1995 on impaired loans was not significant.

At June 30, 1995, the recorded investment in impaired loans was
$1,101,000, for which no specific allowance for loan losses was
recorded.  For the six months ended June 30, 1995, the average
recorded investment in impaired loans was $1,526,000.

<PAGE>








NOTE E - STOCKHOLDERS' EQUITY

The FDIC imposes leverage capital ratio requirements for state
non-member Banks.  The Bank's leverage capital ratio as of June 30,
1995 and December 31, 1994 was 6.60% and 6.36%, respectively.

In addition, the FDIC has established risk-based capital
requirements for insured institutions of, Tier 1 risk-based capital
of 4.00% and total risk-based capital of 8.00%.  The Bank's
risk-based capital at June 30, 1995, for Tier 1 was 9.05% and total
risk-based capital was 10.30%.

As discussed in NOTE B, on December 22, 1994, in conjunction with an
examination by the Commissioner the Formal Order was eliminated and
replaced with a Memorandum of Understanding.  Park West is presently
in compliance with the Memorandum and management believes that the
Bank will be able to comply with all of the terms of the Memorandum
in the future.

Management is not aware of any regulatory recommendations which will
have a material impact on the Corporation's liquidity, capital
resources or results of operations.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

Changes in Financial Condition -

Total consolidated assets amounted to $257,998,000 on June 30, 1995,
compared to $243,313,000 on December 31, 1994.  As of June 30, 1995
and June 30, 1994 earning assets amounted to, respectively,
$239,103,000, or 93% of total assets, and $223,499,000, or 92% of
total assets.  Earning assets increased during the first six months
of 1995 as a result of the origination of residential mortgages.
During the first six months of 1995 the Corporation securitized
approximately $10 million of residential mortgages into
Mortgage-Backed Securities, which were placed into the Corporation's
securities available for sale account.  The increase in earning
assets was funded through an increase in deposits of approximately
$15 million.

Changes in results of Operations -

Operations reflect net income for the current quarter of $547,000 as
compared to a net income of $533,000 for the same quarter during
1994.  For the six month period ended June 30, 1995, net income
totaled $1,402,000 compared to net income of $1,449,000 for the same
period one year ago.  An overall increase in interest income and
interest expense reflects an increase in volume and interest rates
on earning assets, and interest bearing deposits.  Further analysis
is provided in sections on net interest revenue and supporting
schedules.

For the six months ended June 30, 1995 the Corporation recorded tax
expense totaling $219,000 versus a benefit of $56,000 for the same
period of 1994.  The increase in tax expense for 1995 is the result
of the Corporation's utilization of net operating loss carryforward
in 1994.

Allowance for loan/lease losses and non-performing assets -

A slight decrease has been reflected in the provision for loan
losses in the current quarter with $350,000 being provided compared
to $365,000 in the 1994 quarter.  For the six month period ended
June 30, 1995 the provision for loan losses increased by $88,000
compared to the same period one year ago.  The year to date increase
in the provision for loan/lease losses is the result of managements
review and analysis of the adequacy of the Corporation's allowance
for loan and lease losses.

<PAGE>




Loans and leases written-off against the allowance for loan/lease
losses after recoveries amounted to $1,120,000 for the first six
months of 1995 versus $230,000 for the same period of 1994.  The
increase in net charge-offs during the 1995 period is the result of
the deterioration of two (2) loans secured by real estate for which
the Corporation had provided for in the allowance for loan/lease
losses in prior periods.

After giving effect to the actions described above, the allowance
for loan/lease losses at June 30, 1995, totalled $3,005,000 or 1.54%
of total loans/leases as compared to $3,325,000 or 1.70% at December
31, 1994.

Non-performing past due loans/leases at June 30, 1995, aggregated
$3,873,000 or 1.98% of total loan/leases compared to $5,883,000 or
3.00% at December 31, 1994.  The percentage of non-performing and
past due loan/leases compared to total assets on those same dates,
respectively amounted to 1.50%, and 2.42%.

The decline in non-performing loans/leases represents the
resolution, charge-off and/or transfer to other real estate owned of
problem loans during the six months ended June 30, 1995.


Other real estate owned declined during the six month period of 1995 
by $332,000 compared to the same period of 1994, resulting in reduced
other real estate provisions and operating expenses of $326,000 for
the six months ended June 30, 1995 versus June 30, 1994.


Other real estate owned-net, amounted to $1,775,000 at June 30,
1995, compared to $1,552,000 at December 31, 1994.  The percentage
as compared to total assets on those same dates respectively
amounted to 0.69%, and 0.64%.

Management has made every effort to recognize all circumstances
known at this time which could affect the collectibility of
loan/leases and has reflected these in deciding as to the provision
for loan/lease losses, the writing down of other real estate owned
and impaired loans to fair value and other loans (Watch List)
monitored by management, the charge-off of loans/leases and the
balance in the allowance for losses.  Management deems that the
provision for the quarter, and the balance in the allowance for
loan/lease losses, are adequate based on results provided by the
grading system and circumstances known at this time.
 
NET INTEREST INCOME

The Corporation's earning assets include a diverse portfolio of
earning instruments ranging from the Corporation's core business of
loan extensions to interest-bearing securities issued by federal,
state and municipal authorities.  These earning assets are financed
through a combination of interest-bearing and interest-free sources.

Net interest income, the most significant component of earnings, is
the amount by which the interest generated by assets exceeds the
interest expense on liabilities.  For analytical purposes, the
interest earned on tax exempt assets is adjusted to a "tax
equivalent" basis to recognize the income tax savings which
facilitates comparison between taxable and tax exempt assets.

The Corporation analyzes its performance by utilizing the concepts
of interest rate spread and net yield on earning assets.  The
interest rate spread represents the difference between the yield on
earning assets and interest paid on interest-bearing liabilities.
The net yield on earning assets is the difference between the rate
of interest on earning assets and the effective rate paid on all
funds - interest-bearing liabilities, as well as, interest-free
sources (primarily demand deposits and shareholders' equity).

The balances and rates derived for the analysis of net interest
income presented on the following pages reflect the consolidated
assets and liabilities of the Corporation's principal earning
subsidiary, Park West Bank and Trust Company.


                                     QUARTER ENDED     SIX MONTHS ENDED
(Dollar amounts in thousands)      06-30-95 06-30-94  06-30-95   06-30-94
    Interest income                $ 5,119  $ 4,094   $ 9,885    $ 8,107
    Interest expense                 2,211    1,496     4,137      2,902
    Net interest income              2,908    2,598     5,748      5,205
    Tax equivalent adjustment            4        5         7         11
    Net interest income 
     (taxable equivalent)          $ 2,912  $ 2,603   $ 5,755    $ 5,216


<PAGE>

INTEREST RATE SPREAD AND NET YIELD ON EARNING ASSETS
<TABLE>
<CAPTION>
(Dollar amounts in thousands)
                          QUARTER ENDED JUNE 30,           SIX MONTHS ENDED JUNE 30,   
                          1995             1994               1995           1994     
(Taxable Equivalent)   Average           Average           Average         Average       
                       Balance   Rate    Balance   Rate    Balance   Rate  Balance  Rate 
<S>                   <C>       <C>     <C>        <C>     <C>       <C>   <C>    	<C>
Earning Assets        $236,920  8.65%   $213,428   7.68%   $232,936  8.49% $210,799 7.70%
Interest-bearing
  liabilities          197,319  4.48     180,208   3.32     194,013  4.26   178,269 3.26 
Interest rate spread            4.17               4.36              4.23           4.44 
                                                                                    
Interest-free                                         
  resources used to
  fund earning assets   39,601            33,220             38,923          32,530      
Total Sources of Funds$236,920  3.73    $213,428   2.80    $232,936  3.55  $210,799 2.75 
             
Net Yield on Earning Assets     4.92%              4.88%             4.94%          4.95%
                                                     
</TABLE>


CHANGES IN NET INTEREST INCOME

<TABLE>
<CAPTION>
(Dollar amounts in thousands)


                            QUARTER ENDED JUNE 30, 1995     SIX MONTHS ENDED JUNE 30, 1995 
(Taxable Equivalent)                 O V E R                          O V E R               
                            QUARTER ENDED JUNE 30, 1994     SIX MONTHS ENDED JUNE 30, 1994

                                   CHANGE DUE TO                    CHANGE DUE TO           

                            VOLUME      RATE       TOTAL    VOLUME       RATE      TOTAL  
<S>                          <C>        <C>       <C>        <C>         <C>       <C>
     
Interest Income:
Loans/leases               $   320    $  505      $  825    $  735      $ 810     $ 1,525
Securities                     125        41         166       136         42         178
Federal funds                    7        26          33         9         42          51
                           
Total Interest Earned          452       572       1,024       880        894       1,774

Interest Expense:
Interest bearing deposits      158       543         701       290        895       1,185     
Other Borrowed Funds            (2)       16          14        (9)        59          50

Total Interest Expense    $    156   $   559   $     715  $    281    $   954   $   1,235 

Net Interest Income       $    296   $    13   $     309  $    599    $   (60)  $     539 

</TABLE>

Net interest earned on a taxable equivalent basis increased to
$2,912,000 in the second quarter of 1995, up $309,000 as compared
with the same period of 1994.  Average earning assets increased
during the second quarter of 1995.  The average earning base was
$236,920,000 compared to $213,428,000 in the same period last year,
an increase of $23,492,000.  For the six month period ended June 30,
1995, net interest earned on a tax equivalent basis increased to
$5,755,000 up by $539,000 as compared with the comparable period of
1994 or 10%.  Average earning assets increased by $22,137,000 or 10%
and the net yield on earning assets decreased to 4.94% from 4.95%
for the six month period ending June 30, 1995 compared to June 30,
1994.

<PAGE>







OPERATING EXPENSES

The components of total operating expenses for the periods and their
percentage of gross income are as follows:

<TABLE>
<CAPTION>
(Dollar amounts in thousands)
                             QUARTER ENDED                 SIX MONTHS ENDED       
                              6-30-95         6-30-94        6-30-95         6-30-94    
                           Amount Percent  Amount Percent Amount Percent  Amount Percent
<S>                        <C>     <C>     <C>     <C>    <C>     <C>     <C>     <C>   
Salaries and benefits      $  945  16.75%  $  951  20.01% $1,901  17.41%  $1,859  19.55%
Other real estate 
    - provision for losses    100   1.77      185   3.89     110   1.01      426   4.48 
    - operating expense        90   1.60      116   2.44     210   1.92      220   2.31 
Other non-interest expense    949  16.82      808  17.00   1,788  16.37    1,640  17.24 
Occupancy - net               166   2.94      174   3.67     353   3.24      359   3.78 
Total Operating Expenses   $2,250  39.88%  $2,234  47.01% $4,362  39.95   $4,504  47.36%                           
</TABLE>

For the six month period operating expenses declined by
approximately $142,000 primarily the result of reduced other real
estate owned expenses due to the change in other real estate
holdings as discussed in the non-performing asset section on page 9
and 10.


COMPONENTS OF CAPITAL                    
<TABLE>
<CAPTION>
(Dollar amounts in thousands) 
                                             June 30, 1995   December 31, 1994
 <S>                                            <C>               <C>         
 Stockholders' Equity:                                 
  Common Stock                                  $ 6,356           $ 6,276   
  Additional paid-in capital                      6,974             6,877   
  Retained earnings                               3,421             2,334
  Net unrealized gain/(loss) on securities
    available for sale                               88              (143)
Total Stockholders' Equity                      $16,839           $15,344   
                                      
Ratio of "Tier 1" leverage capital
  to total assets at end of period                6.53%              6.31%
</TABLE>  

Regulatory risk-based capital requirements, which became effective
on December 31, 1990, take into account the different risk
categories of banking organizations by assigning risk weights to
assets and the credit equivalent amounts of off-balance sheet
exposures.

In addition, capital is divided into two tiers.  For this
Corporation, Tier 1 includes the common stockholders' equity; Tier
2, or supplementary capital, includes not only the equity, but also,
a portion of the allowance for loan losses, net unrealized
gain/(losses) on securities available for sale are not permitted to
be included for regulatory capital purposes.

The following are the Corporation's risk-based capital ratios at
June 30, 1995:

           Tier 1 Capital (minimum required 4.00%)    9.05%
           Tier 2 Capital (minimum required 8.00%)   10.30%

Under the Memorandum, the Corporation is prohibited from paying
dividends without the prior approval of the FDIC and the
Massachusetts Commissioner of Banks.


LIQUIDITY

Cash and due from banks, federal funds sold, investment securities,
mortgage-backed securities and loans available for sale, as compared
to deposits and short term liabilities, are used by the Corporation
to compute its liquidity on a daily basis.  At June 30, 1995, the
Corporation's ratio of such assets to total deposits and borrowed
funds was 28.00%.

<PAGE>









INTEREST RATE SENSITIVITY

The following table sets forth the distribution of the repricing of
the Corporation's earning assets and interest bearing liabilities as
of June 30, 1995.
<TABLE>
<CAPTION>
(Dollar amounts in thousands)

                                  Over Three     Over One                          
                   Three Months    Months to     Year to        Over               
                    or Less        One Year    Five Years   Five Years     Total  
<S>                  <C>            <C>           <C>          <C>        <C>
Earning Assets    $  77,383      $  51,658     $  71,724    $  38,338    $239,103 
Interest Bearing
  Liabilities        67,653         54,362        77,654            0     199,669 
Interest Rate
  Sensitivity Gap $   9,730      $  (2,704)    $  (5,930)   $  38,338    $ 39,434 
                                                                                        

Cumulative Interest 
  Rate
  Sensitivity Gap $   9,730      $   7,026     $   1,096    $  39,434             
                                                                            

Interest Rate 
  Sensitivity
  Gap Ratio           4.07%         (1.13)%       (2.48)%      16.04%            


Cumulative Interest
  Rate Sensitivity
  Gap Ratio           4.07%          2.94%         0.46%       16.50%            


PROVISION AND ALLOWANCE FOR LOAN/LEASE LOSSES

(Dollar amounts in thousands)
                                        QUARTER ENDED      SIX MONTHS ENDED
                                      6-30-95   6-30-94   6-30-95   6-30-94
Balance at beginning of period        $ 2,740   $ 3,463   $ 3,325   $ 3,472
Provision charged to expense              350       365       800       712
                                      $ 3,090   $ 3,828   $ 4,125   $ 4,184
Less Charge-offs:
  Loans secured by real estate            105         0       896       267
  Commercial and industrial loans           0         0       204       128
  Consumer loans                           28        15        85        23
  Lease financing receivables               5         7         5         7
                                      $   138   $    22   $ 1,190   $   425
Add-Recoveries:
  Loans secured by real estate             10         7        10         7
  Commercial and industrial loans          39       136        41       178
  Consumer loans                            3         5        16         9
  Lease financing receivables               1         0         3         1
                                           53       148        70       195
Net charge-offs (recoveries)               85      (126)    1,120       230
Balance at end of period              $ 3,005   $ 3,954   $ 3,005   $ 3,954
Net Charge-offs (recoveries) to:
  Average loans/leases                    .04%     (.07%)     .57%     1.30%
  Loans/leases at end of period           .04%     (.07%)     .57%     1.30%
  Allowance for loan/lease losses        2.83%     3.19%    37.27%     5.82%

Allowance for loan/lease losses
  as a percentage of:
    Average loans/leases                 1.53%     2.18%     1.53%     2.22%
    Loans/leases at end of period        1.54%     2.17%     1.54%     2,17%

The approach the Corporation uses in determining the adequacy of the
Allowance for Loan/Lease Losses is the combination of a target
reserve and a general reserve allocation.  Quarterly, based on an
internal review of the Loan Portfolio, the Corporation identifies
required reserve allocations targeted to recognized problem loans
that, in the opinion of management, have potential loss exposure or
questions relative to the depth of the collateral on these same
loans.  In addition, the Corporation allocates a general reserve
against the remainder of the Loan Portfolio.

<PAGE>






NON-ACCRUAL, PAST DUE AND RESTRUCTURED LOANS

</TABLE>
<TABLE>
<CAPTION>
(Dollar amounts in thousands)

Non-Accrual Loans:               06-30-95  03-31-95   12-31-94  09-30-94  06-30-94
<S>                               <C>       <C>        <C>       <C>       <C> 
Loans secured by real estate     $  2,745  $  3,302   $  4,173  $  4,977  $  5,200
Construction/Land development          52        58         68         0        84
Commercial and Industrial Loans       299       357        570     1,132       483
Consumer Loans                         16        24         79        53        19
                                    3,112     3,741      4,890     6,162     5,786
                                 
Loans Contractually
 past due 90 days or more
 still accruing:
Loans secured by real estate          201       117        260        81       229
Commercial and Industrial Loans        50         0        216         5        49
Consumer Loans                         14         8         16        36        23
                                      265       125        492       122       301
                                 
Restructured Loans                    496       498        501       452       456
                                 
Total non-accrual, past
 due and restructured
 loans                           $  3,873  $  4,364   $  5,883  $  6,736  $  6,543
                                   
Non-accrual, past due and
 restructured loans      
 as a percentage of total
 loans                              1.98%     2.24%      3.00%     3.65%     3.55%
                                   

Allowance for loan       
 losses as a percentage of
 non accrual, past due and                                   
 restructured loans                77.59%    62.79%     56.52%    47.04%    60.43% 
                                 

OTHER REAL ESTATE

Other real estate owned - net    $  1,775  $  1,540   $  1,552  $  1,659  $  2,107


                                  


Total non-performing assets      $  5,648  $  5,904   $  7,435  $  8,395  $  8,650


Non-performing assets as a
  percentage of total assets         2.19%     2.38%      3.06%     3.46%     3.58%


</TABLE>
<PAGE>



                   WESTBANK CORPORATION AND SUBSIDIARIES
                        QUARTERLY AVERAGE BALANCES
                    INTEREST EARNED - INTEREST EXPENSE
                     (RATES ON A TAX EQUIVALENT BASIS)

<TABLE>
<CAPTION>
(Dollar amounts in thousands)

                            FOR THE QUARTER ENDED          FOR THE QUARTER ENDED  
                                 June 30, 1995                   June 30, 1994     
                          Balance    Interest   Rate     Balance   Interest   Rate
<S>                       <C>        <C>        <C>       <C>         <C>      <C>
Federal Funds sold and               
  temporary investments   $  5,664   $     80   5.65%    $  5,003  $     47    3.76%
Securities                  34,830        579   6.65       27,133       413    6.09
Loans/leases               196,426      4,464   9.09      181,292     3,639    8.03

Total earning assets       236,920   $  5,123   8.65      213,428  $  4,099    7.68
                                     
Loan/lease loss allowance   (2,869)                        (3,526)
All other assets            18,794                         19,574
                                                                  
TOTAL ASSETS              $252,845                       $229,476
                                                                                      
                                                             
LIABILITIES AND EQUITY                                       
                                                             
Interest bearing deposits $191,257   $  2,155   4.51     $173,847  $  1,454    3.35
Borrowed funds               6,062         56   3.70        6,361        42    2.64
Total interest bearing    
   liabilities             197,319   $  2,211   4.48      180,208  $  1,496    3.32
                                     
Interest rate spread                            4.17%                          4.36%
                                                                                   
Demand deposits             38,153                         34,368 
Other liabilities              902                            471
Shareholders' equity        16,471                         14,429
                                          
TOTAL LIABILITIES
      AND EQUITY          $252,845                       $229,476 
                           

Net Interest Income                  $  2,912                      $  2,603

Interest Earned/Earning Assets                  8.65%                          7.68%

Interest Expense/Earning Assets                 3.73                           2.80
                                            
Net Yield on Earning Assets                     4.92%                          4.88%
                                               
Deduct - Tax Equivalent Adjustment          4                             5
                                   

NET INTEREST INCOME                  $  2,908                      $  2,598
                                    

</TABLE>
<PAGE>






                   WESTBANK CORPORATION AND SUBSIDIARIES
                       YEAR TO DATE AVERAGE BALANCES
                    INTEREST EARNED - INTEREST EXPENSE
                     (RATES ON A TAX EQUIVALENT BASIS)

<TABLE>
<CAPTION>
(Dollar amounts in thousands)

                                SIX MONTHS ENDED               SIX MONTHS ENDED   
                                 June 30, 1995                   June 30, 1994     
                          Balance    Interest   Rate     Balance   Interest   Rate
<S>                       <C>         <C>       <C>       <C>       <C>        <C>
Federal Funds sold and               
  temporary investments   $  3,820   $    112   5.86%    $  3,534  $     61    3.45%
Securities                  33,079      1,074   6.49       28,786       896    6.23
Loans/leases               196,037      8,706   8.88      178,479     7,161    8.02

Total earning assets       232,936   $  9,892   8.49      210,799  $  8,118    7.70
                                     
Loan/lease loss allowance   (3,065)                        (3,498)
All other assets            18,804                         19,573
                                                                  
TOTAL ASSETS              $248,675                       $226,874
                                                                                      
                                                             
LIABILITIES AND EQUITY                                       
                                                             
Interest bearing deposits $186,576   $  3,984   4.27     $170,238  $  2,799    3.29
Borrowed funds               7,437        153   4.11        8,031       103    2.57
Total interest bearing    
   liabilities             194,013   $  4,137   4.26      178,269  $  2,902    3.26
                                     
Interest rate spread                            4.23%                          4.44%
                                                                                   
Demand deposits             37,596                         33,829 
Other liabilities              854                            592
Shareholders' equity        16,212                         14,184
                                          
TOTAL LIABILITIES
      AND EQUITY          $248,675                       $226,874 
                           

Net Interest Income                  $  5,755                      $  5,216

Interest Earned/Earning Assets                  8.49%                          7.70%

Interest Expense/Earning Assets                 3.55                           2.75
                                            
Net Yield on Earning Assets                     4.94%                          4.95%
                                               
Deduct - Tax Equivalent Adjustment          7                            11
                                   

NET INTEREST INCOME                  $  5,748                      $  5,205
                                    
</TABLE>
<PAGE>



                        PART II - OTHER INFORMATION



ITEM 1.   Legal Proceedings
          
             None



ITEM 2.   Changes in Rights of Securities Holders

             None



ITEM 3.   Defaults by Company on its Senior Securities

             None



ITEM 4. Results of Votes on Matters Submitted to a Vote of Security
        Holders

             None



ITEM 5.   Other Information

             None



ITEM 6.   Exhibits and Reports on Form 8

     The Corporation filed a report on Form 8-K on March 31, 1995
     reporting the discovery of an alleged defalcation by a former
     employee of the Corporation.


<PAGE>






Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Quarterly Report to be signed on
its behalf by the undersigned thereunto duly authorized.








                                                 WESTBANK CORPORATION






Date:   August 10, 1995                                                         
                                           Donald R. Chase                      
                                           President and 
                                           Chief Executive Officer









Date:   August 10, 1995                                                         
                                           John M. Lilly, Treasurer and         
                                           Chief Financial Officer              











<PAGE>


<TABLE> <S> <C>

<ARTICLE> 9
<CIK> 0000742070
<NAME> WESTBANK CORPORATION
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JAN-30-1995
<CASH>                                           11807
<INT-BEARING-DEPOSITS>                              19
<FED-FUNDS-SOLD>                                  5500
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      17209
<INVESTMENTS-CARRYING>                           20795
<INVESTMENTS-MARKET>                             20831
<LOANS>                                         195580
<ALLOWANCE>                                       3005
<TOTAL-ASSETS>                                  257998
<DEPOSITS>                                      233325
<SHORT-TERM>                                      6329
<LIABILITIES-OTHER>                               1505
<LONG-TERM>                                          0
<COMMON>                                          6356
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITIES-AND-EQUITY>                  257998
<INTEREST-LOAN>                                   8699
<INTEREST-INVEST>                                 1074
<INTEREST-OTHER>                                   112
<INTEREST-TOTAL>                                  9885
<INTEREST-DEPOSIT>                                3984
<INTEREST-EXPENSE>                                4137
<INTEREST-INCOME-NET>                             5748
<LOAN-LOSSES>                                      800
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                   4362
<INCOME-PRETAX>                                   1621
<INCOME-PRE-EXTRAORDINARY>                           0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1402
<EPS-PRIMARY>                                      .43
<EPS-DILUTED>                                      .43
<YIELD-ACTUAL>                                    4.94
<LOANS-NON>                                       3112
<LOANS-PAST>                                       265
<LOANS-TROUBLED>                                   496
<LOANS-PROBLEM>                                   3873
<ALLOWANCE-OPEN>                                  3325
<CHARGE-OFFS>                                     1190
<RECOVERIES>                                        70
<ALLOWANCE-CLOSE>                                 3005
<ALLOWANCE-DOMESTIC>                              3005
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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