WESTBANK CORP
10-Q, 1995-05-08
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 March 31, 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 incorporation or organization)                  (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: 3,160,768 shares
     outstanding as of April 30, 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                                             9-15


                        PART II - OTHER INFORMATION


ITEM 1.  Legal Proceedings                                               16

ITEM 2.  Changes in Rights of Securities Holders                         16

ITEM 3.  Defaults by Company on its Senior Securities                    16

ITEM 4.  Results of Votes on Matters Submitted to a Vote
         of Security Holders                                             16

ITEM 5.  Other Information                                               16

ITEM 6.  Exhibits and Reports on Form 8-K                                16

Signatures                                                               17

<PAGE>

                       WESTBANK CORPORATION AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED BALANCE SHEETS
                       MARCH 31, 1995 AND DECEMBER 31, 1994
                                         
(Dollar amounts in thousands)

ASSETS                                    March 31, 1995   December 31, 1994
Cash and due from banks:                  (Unaudited)
    Non-interest bearing                       $  10,461           $  10,425
    Interest bearing                                 302                 275
Federal Funds sold                                 1,200               1,000
Securities available for sale       
  (Amortized cost of $12,121 in 1995 and 
  $8,001 in 1994)                                 11,957               7,753
Securities held to maturity (approximate                                     
  market value of $20,896 in 1995 and
  $20,631 in 1994)                                21,436              21,463
Mortgage-backed securities (approximate                                      
  market value of $323 in 1995 and 
  $327 in 1994)                                      319                 331
Loans                                $ 195,026           $ 196,002
   Allowance for loan losses            (2,740)             (3,325)
      Net-loans                                  192,286             192,677
Bank premises and equipment                        3,547               3,417
Other real estate owned (OREO) - net of         
  allowance for losses of $231 in
  1995 and $231 in 1994                            1,540               1,552
Accrued interest receivable                        1,612               1,668
Deferred income tax receivable                     1,608               1,245
Refundable income tax                                  0                 103
Other assets                                       1,527               1,404
TOTAL ASSETS                                   $ 247,795           $ 243,313
                                       
LIABILITIES STOCKHOLDERS' AND EQUITY
Deposits
    Non-interest bearing                       $  37,102           $  40,399
    Interest bearing                             185,575             178,164
         Total Deposits                          222,677             218,563
Borrowed funds                                     8,037               8,625
Accrued interest payable                             256                 240
Other liabilities                                    671                 541
         Total Liabilities                       231,641             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        - 3,156,908 shares in 1995 and
                      3,138,167 shares in 1994     6,314               6,276
    Additional paid in capital                     6,903               6,877
    Retained earnings                              3,032               2,334
    Net unrealized loss on securities 
    available for sale                               (95)               (143)
       Total Stockholders' Equity                 16,154              15,344
                                      
TOTAL LIABILITIES AND EQUITY                   $ 247,795           $ 243,313
                                                            
                      


      See accompanying notes to condensed consolidated financial statements.

<PAGE>

                       WESTBANK CORPORATION AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
                                         
(Dollar amounts in thousands)
(Unaudited)
                                                     
                                                          THREE MONTHS ENDED  
                                                         03-31-95    03-31-94 
Income:                                                                     
  Interest and fees on loans                             $  4,239    $  3,516
  Interest on temporary investments                            32          14
  Interest and dividends on securities                        495         483
                                                        
Total interest and dividend income                          4,766       4,013
Interest expense                                            1,926       1,406
                                                        
Net interest income                                         2,840       2,607
Provision for loan losses                                     450         347
                                                        
Interest income after provision for loan losses             2,390       2,260 
Security gains                                                  0         150 
Other non-interest income                                     512         596 
                                                        
Income before operating expenses                            2,902       3,006 
                                                        
Operating Expenses:                                                            
    Salaries and benefits                                     956         908
    Other real estate-provision for losses                     10         241  
                     -operating expense                       120         104
    Other non-interest expense                                839         832
    Occupancy - net                                           187         185
                                                        
Total operating expenses                                    2,112       2,270   
                                                          
Income before income taxes                                    790         736
Income taxes (benefit)                                        (65)       (180)
                                                        
Net Income                                               $    855    $    916
                                                         
Net income per share                                     $    .26    $    .29
                                                                               
                                                                                
Weighted average of common and                                                  
    common share equivalents                             3,234,625   3,195,513  
                                                      

                                                                                
      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 THREE MONTHS ENDED MARCH 31, 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 
                                                                                                
Cash Dividend Declared:
Amount Declaration Record  Paid   
$0.05  1/10/95     1/20/95 1/25/95                                 (157)                   (157)

Shares issued under Dividend
  Reinvestment Plan             6,403           13        18                                 31

Shares issued under stock
  option plan                  10,342           21         2                                 23

Shares issued under stock
  purchase plan                 1,996            4         6                                 10

(Increase)/decrease in 
  unrealized loss on 
  Securities available 
  for sale                                                                      48           48

Interim income for three months
  ended March 31, 1995                                              855                     855
BALANCE - MARCH 31, 1995    3,156,908       $6,314    $6,903     $3,032       $(95)     $16,154

</TABLE>


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

                       WESTBANK CORPORATION AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
                FOR THE THREE MONTHS ENDED MARCH 31, 1995 AND 1994
                                    (Unaudited)
(Dollar amounts in thousands)

                                                            
                  
                                                                               
                                                           
                                                              03-31-95 03-31-94
Operating activities:                                                           
 Net income                                                     $ 855   $  916 
  Adjustments to reconcile net income to net cash provided by
   operating activities:
    Provision for loan losses                                     450      347 
    Depreciation and amortization                                 120      156 
    Provision for other real estate owned                          10      241 
    Decrease in interest payable on deposits                       16      (77)
    (Increase) decrease in accrued interest receivable             56      (68)
    Realized gain on sale of securities                             0     (150)
    Realized (gain) loss on sale of other real estate owned         4        0 
    Realized loss on sale of premises and equipment                 0        0 
    Decrease (increase) in other assets                          (123)    (248)
    Increase (decrease) in other liabilities                      130      254 
    Decrease (increase) in income taxes refundable                103       10 
    Increase in deferred taxes                                   (363)    (400)
     Net cash provided by operating activities                  1,258      981 
Investing activities:           
  Investments and mortgage-backed securities:
   Held to maturity:                                           
    Purchases                                                       0     (500)
    Proceeds from maturities                                       39      637 
  Available for sale:               
    Purchases                                                  (4,156)       0 
    Proceeds from sales                                             0    4,936 
    Proceeds from maturities                                        0        0 
  Purchases of premises and equipment                            (250)     (64)
  Net (increase) decrease in loans                               (131)  (3,193)
  Proceeds from sale of other real estate owned                    70      971 
     Net cash provided by (used in) investing activities       (4,428)   2,787 
Financing activities:
  Net increase (decrease) in borrowings                          (588)  (5,039)
  Net increase (decrease) in deposits                           4,114    2,133 
  Proceeds from exercise of stock options and 
    stock purchase plan                                            64        7 
  Dividends paid                                                 (157)       0 
     Net cash used by financing activities                      3,433   (2,899)
Increase (decrease) in cash and cash equivalents                  263      869 
Cash and cash equivalents at beginning of year                 11,700   12,974 
Cash and cash equivalents at end of year                      $11,963  $13,843 
Cash paid during the year:                                   
  Interest on deposits and other borrowings                     1,970      533
  Income taxes                                                      0      210
  Transfers of loans to other real estate owned                   205      223
  Sales of other real estate owned financed by the bank           134      630
  


                  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
March 31, 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.

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 reduction
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.

<PAGE>

NOTE C - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial
statements for the first quarter ended March 31, 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 three month period ended March 31, 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 - CHANGE IN ACCOUNTING 

The Bank adopted Statement of Financial Accounting Standards No.
114, "Accounting by Creditors for Impairment of a Loan" (SFAS No.
114) on January 1, 1995.  This statement addresses the accounting by
creditors for impairment of certain loans.  It is applicable to all
creditors and to all loans, uncollateralized as well as
collateralized except large groups of smaller balance homogeneous
loans that are collectively evaluated for impairment, loans that are
measured at fair value or at the lower of cost or fair value, leases
and debt securities.  It applies to all loans that are restructured
in a troubled debt restructuring involving a modification of terms.
SFAS No.  114 requires that impaired loans that are within the scope
of the statement be measured based on the present value of expected
future cash flows discounted at the loan's effective interest rate
or, as a practical expedient, at the loan's observable market price
or the fair value of the collateral if the loan is collateral
dependent.

The adoption of this Statement did not have a material impact on the
Bank's financial condition or results of its operations; however,
certain amounts in the 1994 financial statements were reclassified
to conform to the 1995 presentation.


NOTE E - NET INCOME PER SHARE

Earnings per share were computed by dividing net income by the
weighted average number of shares of common stock outstanding and
common stock equivalent shares arising from unexercised stock
options.  The weighted average of common and common stock
equivalents for the periods ended March 31, 1995 and 1994, amounted
to 3,234,625 and 3,195,513 shares, respectively.

     
NOTE F - COMMITMENTS AND CONTINGENT LIABILITIES

In the normal course of business, there are outstanding commitments
and contingent liabilities, such as, standby letters of credit and
commitments to extend credit.  As of March 31, 1995 standby letters
of credit amounted to $961,000 and loan commitments were $23,072,000
and unused balances available on home equity lines of credit were
$7,876,000.

Trust Assets - Property with a book value of $92,158,000 at March
31, 1995 held for customers by a subsidiary in a fiduciary or agency
capacity, is not included in the accompanying Balance Sheet since
such items are not assets of the Bank.

<PAGE>

NOTE G - STOCKHOLDERS' EQUITY

The FDIC imposes leverage capital ratio requirements for state
non-member Banks.  The Bank's leverage capital ratio as of March 31,
1995 and December 31, 1994 was 6.54% 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 March 31, 1995, for Tier 1 was 8.98% and total
risk-based capital was 10.23%.

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.  The Memorandum
requires, among other items: park West's Tier 1 capital to total
asset ratio remain at or above 6%; Park West to submit written plans
to further reduce classified assets; the Bank to review and/or
revise its Asset/Liability Management Policy; and not declare or pay
any dividends without prior approval by FDIC and the Commissioner.
Park West management believes that the Bank will be able to comply
with all of the terms of the Memorandum.

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


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

Total consolidated assets amounted to $247,795,000 on March 31,
1995, compared to $243,313,000 on December 31, 1994.  As of March
31, 1995 and March 31, 1994 earning assets amounted to,
respectively, $230,500,000, or 93% of total assets, and
$209,669,000, or 92% of total assets.

For the quarter ended March 31, 1995, net income totaled $855,000
compared to $916,000 for the three month period ended March 31,
1994.  Included in the results of the current quarter is a $65,000
tax benefit which is the result of a decrease in the valuation
reserve pertaining to deferred tax assets, offset by the provision
for current taxes.

Net income for the quarter ended March 31, 1994 reflects a tax
benefit of $180,000 as a result of a decrease in the valuation
reserve pertaining to deferred tax assets, offset by the provision
for current taxes.

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.  An increase has
been reflected in the provision for loan losses in the current
quarter with $450,000 being provided compared to $347,000 in the
1994 quarter.  Decreases are noted in other real estate provisions
and operating expenses.  This expense totalled $130,000 for the
current quarter compared with $345,000 a year ago, a decrease of
$215,000.

Loans and leases written-off against the allowance for loan/lease
losses after recoveries amounted to $1,035,000 in the current
quarter compared to $386,000 during the quarter ended December 31,
1994.

After giving effect to the actions described above, the allowance
for loan/lease losses at March 31, 1995, totalled $2,740,000 or
1.40% of total loans/leases as compared to $3,325,000 or 1.70% at
December 31, 1994.

Non-performing past due loans/leases at March 31, 1995, aggregated
$4,364,000 or 2.24% 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 1.76%, and 2.42%.

Other real estate owned-net, amounted to $1,540,000 at March 31,
1995, compared to $1,552,000 at December 31, 1994.  The percentage
as compared to total assets on those same dates respectively
amounted to 0.62%, and 0.64%.

<PAGE>

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, 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      

(Dollar amounts in thousands)                      03-31-95        03-31-94

    Interest revenue                               $ 4,766         $ 4,013
    Interest expense                                 1,926           1,406 
    Net interest income                              2,840           2,607
    Tax equivalent adjustment                            8               6    
    Net interest income (taxable equivalent)       $ 2,848         $ 2,613 


INTEREST RATE SPREAD AND NET YIELD ON EARNING ASSETS

(Dollar amounts in thousands)                           QUARTER ENDED         
                                                03-31-95          03-31-94    
(Taxable Equivalent)                         Average            Average
                                             Balance  Rate      Balance  Rate 

Earning Assets                              $228,952  8.34%    $208,399  7.72%
Interest-bearing                                      
  liabilities                                190,707  4.04      176,329  3.19 
Interest rate spread                                  4.30               4.53  
  
Interest-free                                         
  resources used to                                   
  fund earning assets                         38,245             32,070
Total Sources of Funds                      $228,952  3.36     $208,399  2.70 
                                           
Net Yield on Earning Assets                           4.98%              5.02%
                                                     
<PAGE>


CHANGES IN NET INTEREST EARNED

(Dollar amounts in thousands)

                                                     QUARTER ENDED 03-31-95  
										  
(Taxable Equivalent)                                         O V E R
                                                     QUARTER ENDED 03-31-94  
                                                          CHANGE DUE TO     
Interest Earned                                    VOLUME     RATE     TOTAL 
Loans/leases                                      $   415   $   310   $   725 
Securities                                             11         1        12 
Federal funds                                           2        16        18 

Total Interest Earned                                 428       327       755 

Interest Expense                                                 
Interest bearing deposits                             132       352       484 
Other borrowed funds                                   (7)       43        36 
                                                                             
     
Total Interest Expense                                125       395       520 
                                                                               
     
Net Interest Earned                               $   303   $   (68)  $   235 
                                                                               
     


Net interest earned on a taxable equivalent basis increased to
$2,848,000 in the first quarter of 1995, up $235,000 as compared
with the comparable period of 1994, or 9%.

Average earning assets increased by $20,553,000 during the first
quarter of 1995.  The average earning base was $228,952,000 compared
to $208,399,000 in the same period last year.


OPERATING EXPENSES

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

                                           QUARTER ENDED 
(Dollar amounts in thousands)        03-31-95         03-31-94 
                                  Amount Percent   Amount Percent 
Salaries and benefits             $ 956   18.11%   $ 908   19.08% 
Other Real Estate - expenses        130    2.46      345    7.25 
Other non-interest expense          839   15.90      832   17.48 
Occupancy - net                     187    3.55      185    3.89 
Total Operating Expenses         $2,112   40.02%  $2,270   47.70%
<PAGE>


COMPONENTS OF CAPITAL                    
(Dollar amounts in thousands) 
                                            March 31, 1995   December 31, 1994
 Stockholders' Equity:                                 
  Common Stock                                  $ 6,314           $ 6,276   
  Additional paid-in capital                      6,903             6,877   
  Retained earnings                               3,032             2,334
  Net unrealized gain/(loss) on securities
    available for sale                              (95)             (143)
Total Stockholders' Equity                      $16,154           $15,344   
                                      
Ratio of "Tier 1" leverage capital
  to total assets at end of period                6.52%              6.31%

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
March 31, 1995:

           Tier 1 Capital (minimum required 4.00%)    8.90%
           Tier 2 Capital (minimum required 8.00%)   10.15%

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


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 March 31, 1995.
<TABLE>

(Dollar amounts in thousands)
<CAPTION>

                                  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     $  68,654      $  48,979     $  73,805    $  38,802    $230,240 
Interest Bearing
  Liabilities         69,487         55,919        68,199       37,109     230,714 
Interest Rate
  Sensitivity Gap  $    (833)     $  (6,940)    $   5,606    $   1,693     $  (474)
                                                                                       


Cumulative Interest 
  Rate
  Sensitivity Gap  $    (833)     $  (7,773)    $  (2,167)   $    (474)            
                                                                            

Interest Rate 
  Sensitivity
  Gap Ratio            (0.36)%        (3.01)%        2.43%        0.74%            


Cumulative Interest
  Rate Sensitivity
  Gap Ratio            (0.36)%        (3.37)%        0.94%       (0.20)%          
</TABLE>
<PAGE>   


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 March 31,
1995, the Corporation's ratio of such assets to total deposits and
borrowed funds was 26.16%.


PROVISION AND ALLOWANCE FOR LOAN/LEASE LOSSES

(Dollar amounts in thousands)                     QUARTER ENDED   
                                                03-31-95  03-31-94   
Balance at beginning of period                  $ 3,325   $ 3,472
Provision charged to expense                        450       347    
                                                  3,775     3,819 
Less-Charge-offs:         
    Loans secured by real estate                    791       267    
    Construction/land development                     0         0       
    Commercial and industrial loans                 204       128       
    Consumer loans                                   57         8       
                                                  1,052       403    
                                                             
Add-Recoveries:
    Loans secured by real estate                      0         0       
    Construction/land developing                      0         0        
    Commercial and industrial loans                   2        42       
    Consumer loans                                   13         4
    Lease financing receivables                       2         1 
                                                     17        47 

Net charge-offs                                   1,035       356 
Balance at end of period                        $ 2,740   $ 3,463 
                                                                    

Net Charge-offs to:
    Average loan/leases                             .53%      .20%      
    Loans/leases at end of period                   .53%      .20%      
    Allowance for loan/lease losses               31.64%    10.25%     


Allowance for loan/lease losses
  as a percentage of:
    Average loan/leases                            1.40%     1.97%
    Loan/leases at end of period                   1.40%     1.92%
                                                          

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>
<TABLE>
NON-ACCRUAL, PAST DUE AND RESTRUCTURED LOANS

(Dollar amounts in thousands)
<CAPTION>

Non-Accrual Loans:               03-31-95  12-31-94   09-30-94  06-30-94  03-31-94
<S>                              <C>       <C>        <C>       <C>       <C>  
Loans secured by real estate     $  3,302  $  4,173   $  4,977  $  5,200  $  2,304
Construction/Land development          58        68          0        84        91
Commercial and Industrial Loans       357       570      1,132       483       466
Consumer Loans                         24        79         53        19         7
                                
                                    3,741     4,890      6,162     5,786     2,868
                                 
Loans Contractually
 past due 90 days or more
 still accruing:
Loans secured by real estate          117       260         81       229       921
Construction/Land development           0         0          0         0        22
Commercial and Industrial Loans         0       216          5        49        16
Consumer Loans                          8        16         36        23        18
Lease financing receivables             0         0          0         0         7
                                  
                                      125       492        122       301       984
                                 
Restructured Loans                    498       501        452       456       614
                                 
Total non-accrual, past
 due and restructured
 loans                           $  4,364  $  5,883   $  6,736  $  6,543  $  4,469
                                   
Non-accrual, past due and
 restructured loans      
 as a percentage of total
 loans                              2.24%     3.00%      3.65%     3.55%     2.48%
                                   

Allowance for loan       
 losses as a percentage of
 non accrual, past due and                                   
 restructured loans                62.79%    56.52%     47.04%    60.43%    77.49% 
                                 

OTHER REAL ESTATE

Other real estate owned - net    $  1,540  $  1,552   $  1,659  $  2,107  $  2,360
                                  
</TABLE>
<PAGE>

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


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

                               THREE MONTHS ENDED            THREE MONTHS ENDED   
                                 March 31, 1995                 March 31, 1994     
                          Balance    Interest   Rate     Balance   Interest   Rate
<S>                       <C>        <C>        <C>      <C>       <C>		       <C>
Federal Funds sold and               
  temporary investments   $  2,266   $     32   5.65%    $  2,067  $     14    2.71%
Securities                  31,037        495   6.38       30,439       483    6.35
Loans/leases               195,649      4,247   8.68      175,893     3,522    8.01

Total earning assets       228,952   $  4,774   8.34      208,399  $  4,019    7.72
                                     
Loan/lease loss allowance   (3,260)                        (3,469)
All other assets            18,813                         19,342
                                                                  
TOTAL ASSETS              $244,505                       $224,272
                                                                                     

                                                             
LIABILITIES AND EQUITY                                       
                                                             
Interest bearing deposits $181,897   $  1,829   4.02     $166,627  $  1,345    3.23
Borrowed funds               8,810         97   4.40        9,702        61    2.51
Total interest bearing    
   liabilities             190,707   $  1,926   4.04      176,329  $  1,406    3.19
                                     
Interest rate spread                            4.30%                          4.53%
                                                                                   
Demand deposits             37,040                         33,290 
Other liabilities              806                            713
Shareholders' equity        15,952                         13,940
                                          
TOTAL LIABILITIES
      AND EQUITY          $244,505                       $224,272 
                           

Net Interest Income                  $  2,848                      $  2,613

Interest Earned/Earning Assets                  8.34%                          7.72%

Interest Expense/Earning Assets                 3.36                           2.70
                                            
Net Yield on Earning Assets                     4.98%                          5.02%
                                               
Deduct - Tax Equivalent Adjustment          8                             6
                                   

NET INTEREST INCOME                  $  2,840                      $  2,607
                                    
</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:   May 8, 1995               Donald R. Chase                      
                                  President and Chief Executive Officer









Date:   May 8, 1995               John M. Lilly, Treasurer and         
                                  Chief Financial Officer              





<TABLE> <S> <C>

<ARTICLE> 9
<CIK> 0000742070
<NAME> WESTBANK CORPORATION
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                           10442
<INT-BEARING-DEPOSITS>                             302
<FED-FUNDS-SOLD>                                  1200
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      11957
<INVESTMENTS-CARRYING>                           21755
<INVESTMENTS-MARKET>                             21190
<LOANS>                                         195026
<ALLOWANCE>                                       2740
<TOTAL-ASSETS>                                  247795
<DEPOSITS>                                      222677
<SHORT-TERM>                                      8037
<LIABILITIES-OTHER>                                927
<LONG-TERM>                                          0
<COMMON>                                         16154
                                0
                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITIES-AND-EQUITY>                  247795
<INTEREST-LOAN>                                   4239
<INTEREST-INVEST>                                  495
<INTEREST-OTHER>                                    32
<INTEREST-TOTAL>                                  4766
<INTEREST-DEPOSIT>                                1829
<INTEREST-EXPENSE>                                1926
<INTEREST-INCOME-NET>                             2840
<LOAN-LOSSES>                                      450
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                   2112
<INCOME-PRETAX>                                    790
<INCOME-PRE-EXTRAORDINARY>                           0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       855
<EPS-PRIMARY>                                      .26
<EPS-DILUTED>                                      .26
<YIELD-ACTUAL>                                    4.98
<LOANS-NON>                                       3741
<LOANS-PAST>                                       125
<LOANS-TROUBLED>                                   498
<LOANS-PROBLEM>                                   4364
<ALLOWANCE-OPEN>                                  3325
<CHARGE-OFFS>                                     1052
<RECOVERIES>                                        17
<ALLOWANCE-CLOSE>                                 2740
<ALLOWANCE-DOMESTIC>                              2740
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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