BAR HARBOR BANKSHARES
10-K, 1996-03-28
STATE COMMERCIAL BANKS
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                            UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON DC 20549

                              FOR 10-K

   Annual Report pursuant to Section 13 or 15(D) of the
   Securities Exchange Act of 1934 (fee required).
   For the fiscal year ended December 31, 1995. Commission File
   No. 0-13666

                        BAR HARBOR BANKSHARES

   State or Other jurisdiction of incorporation or organization:
   Maine
   IRS Employer Identification Number: 01-0393663
   Address: P O Box 400, 82 Main Street, Bar Harbor, ME     Zip
   Code: 04609
   Registrant s telephone number, including area code: 207 288-
   3314

   Securities registered pursuant to Section 12(g) of the Act:
   Title of Class: Common stock, par value $2.00 per share

   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 XX

   Indicate by check mark if disclosure of delinquent filers
   pursuant to Item 405 of Regulation S-K (229.405 of this
   chapter) is not contained herein, and will not be contained,
   to the best of registrant s knowledge, in definite proxy or
   information statements incorporated by reference in Part III
   of this Form 10-K or any amendment to this Form 10-K.  

   The aggregate market value of the voting stock held by non-
   affiliates of the registrant as of January 31, 1996 is: 
   Common stock, $2.00 par - $47,980,940

   The number of shares outstanding of each of the registrant s
   classes of common stock, as of January 31, 1996 is:
   Common stock, 1,818,237

   Documents incorporated by Reference:
   (1) Portions of the Annual Report to Stockholders for the year
   ended December 31, 1995 are incorporated by reference into
   Part II, Items 7 and 8 and Part IV, Item 14 of the Form 10-K.
   <PAGE>
<PAGE>






                                INDEX
   [CAPTION]
   <TABLE>
   <S>   <C>                                          <C>
   #                              ITEM                  PAGE

    1.   Business                                       3 - 5

    2.   Properties                                     6 - 7

    3.   Pending Legal Proceedings                      7

    4    Submission of Matters to a Vote 
          of Security Holders                           7

    5    Market for Registrant s Common Equity
          and Related Stockholders Matters              7

    6    Selected Financial Data                        8 - 29

    7    Management s Discussion and Analysis           30

    8    Consolidated Financial Statements and
          Supplementary Data                            30

    9    Changes in and Disagreements with 
          Accountants on Accounting and Financial 
          Disclosure                                    30

   10    Directors and Executive Officers               30-32

   11    Executive Compensation                         33-35

   12    Security Ownership of Certain Beneficial 
          Owners and Management                         36-37

   13    Certain Relationships and Related 
          Transactions                                  38

   14    Exhibits, Financial Statement Schedules 
          and Reports on Form 8-K                       39-40
   <PAGE>
<PAGE>






                               PART I
   ITEM 1.  BUSINESS

   Bar Harbor Bankshares, ( the Company ), was incorporated
   January 19, 1984. As of December 31, 1995, the Company s
   securities consisted of one class of common stock ( the Common
   Stock ), par value of $2.00 per share, of which there are
   1,713,605 shares outstanding held of record by approximately
   974 stockholders.

   The accompanying consolidated financial statements include the
   accounts of the company and its wholly-owned subsidiary, Bar
   Harbor Banking and Trust Company ( the Bank ). All significant
   intercompany balances and transactions have been eliminated in
   the accompanying financial statements.

   The Bank conducts substantially the same business operations
   as a typical full service, independent, community commercial
   bank. It has ten offices in coastal Maine, including its
   principal office located at 82 Main Street, Bar Harbor,
   Hancock County and adjacent Washington County. The Hancock
   County offices are located at Main Street, Northeast Harbor;
   Main Street, Southwest Harbor; Main Street, Blue Hill; Route
   #15, Deer Isle; corner of High and Washington Streets,
   Ellsworth; and Main Street, Winter Harbor. The Washington
   County offices are located at the corner of Route 1 and 1A,
   Milbridge; Main Street, Machias; and Washington Street, Lubec.

   The Mt. Desert Block Company ( the Block Company ), a wholly
   owned subsidiary of the Bank, owns and manages the real estate
   upon which all of the Bank s offices are located. The Block
   Company also owns a parcel of real estate which is not related
   to the Bank s operations and which is leased for commercial
   purposes in Lubec; the building next to the Bar Harbor office
   which is not currently leased for retail purposes; and land
   adjacent to the Blue Hill bank property.

   The Bank is a retail bank serving primarily individual
   customers, small retail establishments, seasonal lodging,
   campgrounds and restaurants. As a coastal bank it serves the
   lobstering, fishing and aquaculture industries. It also serves
   Maine s wild blueberry industry through its Washington County
   offices. The Bank has not made any material changes in its
   mode of conducting business during the past five years.

   The Bank operates in a highly competitive market. Competition
   among banks in Maine has increased in recent years as a result
   of aggressive acquisition programs by statewide holding
   companies and by completely open interstate banking. This bank
   continues to be one of the largest independent commercial
   banks in the State of Maine.
   <PAGE>
<PAGE>






   In the Bank s immediate service area there are two other
   independent commercial banks, one Savings and Loan
   Association, three savings bank branch offices and three
   commercial banks which are offices owned by holding companies
   based outside the state.

   The Bank has a broad deposit base and loss of any one
   depositor or closely aligned group of depositors would not
   have a materially adverse effect on its business. 
   Approximately 87% of the Bank s deposits are in interest
   bearing accounts. The Bank has paid, and anticipates that it
   will continue to pay, current competitive rates on
   certificates of deposit, IRAs, NOW and money market accounts
   and does not anticipate loss of these deposits.

   The Bank provides the normal banking services offered by a
   commercial bank including checking accounts, NOW accounts, all
   forms of savings and time deposit accounts, individual
   retirement accounts and KEOGH plans, safe deposit boxes,
   collections, travelers checks, night depository services,
   direct deposit payroll services, credit cards, personal money
   orders, bank-by-mail and club accounts and drive-up facilities
   at all offices. The Bank also has arrangements with other
   institutions for the provision of certain services which it
   does not provide directly, such as computerized payroll
   services. In addition, the Bank operates a large Trust
   Department, including an office opened in 1991 in Bangor. The
   Trust Department handles book assets for clients totaling
   $214,000,000 and offers professionally managed investment
   accounts.

   The Bank has Automated Teller Machines (ATMs) located in each
   of its ten branch locations. These ATMS access major networks
   for use of the Bank s cards throughout the United States
   including the Plus and NYCE systems as well as the major
   credit card networks.

   In addition to the foregoing, the Bank offers lending services
   including consumer credit in the form of installment loans,
   stand-by credit, VISA credit card accounts and student loans;
   residential mortgage loans; home equity loans; and business
   loans to individuals, partnerships and corporations for
   capital construction, the purchase of real estate and working
   capital. Business loans are provided primarily to
   organizations and individuals in the tourist, health care,
   blueberry, shipbuilding and fishing and aquaculture industries
   as well as to the usual small businesses associated with small
   coastal communities. Certain larger loans which would exceed
   the Bank s lending limits are written on a participation basis
   with correspondent banks, with the Bank retaining only such
   portions of those loans as are within its lending limits. The
   Bank also provides trust and estate planning services to its
   customers. The principal market areas for all of the Bank s
   <PAGE>
<PAGE>






   services consist of Hancock and Washington Counties.  The
   Bank s policy for lending limits is up to 20% of capital and
   surplus to any borrower provided that the loans are secured
   and approved by the Executive Loan Committee, which includes
   members of the Bank s Board of Directors.

   As a state chartered bank, the Bank has the Bureau of Banking
   of the State of Maine and the Federal Deposit Insurance
   Corporation as bank regulatory agencies responsible for its
   supervision. In addition, the Company is supervised by the
   Federal Reserve Bank.

   The Bank is not engaged in any material research activities
   relating to the development of new services or the improvement
   of existing services except in the normal course of business
   activities. As of December 31, 1995 the Bank employed 154
   persons in a full or part time basis. The President, Executive
   Vice President, Senior Vice President and Vice Presidents in
   charge of Human Resources and Trust Department are employed by
   the Bank as well as serve as officers of the Company. They are
   not compensated by the Company for their services. There are
   no employees of the Company.

   Since the Bank is located in a summer resort area, a portion
   of the Bank s business is seasonal in nature. In addition,
   employment in the sardine and blueberry industries of
   Washington County is seasonal. As a result of these factors,
   the Bank has had an annual deposit swing which has been
   declining in the last several years from swings of more than
   20% in the late 1980s, to under 5% for both 1994 and 1995. The
   drop may be attributable to increasing interest rates and to
   safety and soundness issues as customers choose to have their
   funds insured by maintaining their deposits in the banking
   system. Deposits generally peak in late September with the low
   point in February. This deposit swing is predictable and does
   not have a materially adverse effect of the Bank. Should the
   Bank need additional funds for liquidity needs, it may utilize
   short term borrowing lines set up through the Federal Home
   Loan Bank of Boston, seek repurchase agreements through a
   primary securities dealer or draw on its seasonal line at the
   Federal Reserve Bank of Boston. Additionally, sufficient
   stability in the Bank s deposit base is maintained in part as
   a result of the year round employment of approximately 700
   people by the Jackson Laboratory, which is the single largest
   employer on Mt. Desert Island. 

   On July 11, 1995, the Board of Directors declared a five-for-
   one stock split to all shareholders of record as of that date
   and which took effect on August 7, 1995. All share and per
   data share included in this Form 10-K have been restated to
   reflect the stock split.
   <PAGE>
<PAGE>






   ITEM 2.  PROPERTIES

   The ten parcels of real estate utilized by the Bank for its
operations are
   owned by the Mt. Desert Block Company ( the Block Company ), a
wholly
   owned subsidiary of the Bank, and are leased to the Bank.
These properties
   are described below:

   1.  The principal office of the Bank is located at 82 Main
Street, Bar
   Harbor, Maine and includes a building housing banking
facilities and
   administrative offices and an adjacent 35 car parking lot. The
building
   was renovated and expanded in 1987 and 1988. A portion of the
expanded
   building was completed in 1990 offering space for operational
personnel.

   2.  An office is located at Main Street, Northeast Harbor,
Maine. This
   property consists of a building constructed in 1974 which is
adequate for
   the Bank s current needs at that location.

   3.      An office is located on Maine Street, Southwest
Harbor, Maine.
   This property consists of a building constructed in 1975 which
was added
   to and renovated in 1989 to better meet the needs at that
location.

   4.  An office is located at Church Street, Deer Isle, Maine.
This property
   consists of a building constructed in 1974 which was added to
and
   renovated in 1994 to better meet the needs at that location.

   5.  An office is located on Main Street, Blue Hill, Maine.
This property
   consists of a building constructed in 1960 which was renovated
in 1989 to
   better meet the needs at that location.

   6.  An office is located at Main Street, Milbridge, Maine.
This property
   consists of a building constructed in 1974 to which a
vestibule was added
   in 1994 to house an ATM which helps to better meet the needs
at that
   location.

   7.  An office is located at Washington Street, Lubec, Maine.
This branch
   consists of a building constructed in 1990 and is adequate for
the Bank s
   needs at that location.

   8.  An office is located at High Street, Ellsworth, Maine.
This branch
   consists of a building constructed in 1982 which is adequate
for the
   Bank s current needs at that location.

   9.  An office is located at Main Street, Winter Harbor, Maine.
This branch
   consists of a building constructed in 1995 and is adequate for
the Bank s
   needs at that location.

   10.  An office is located on Main Street, Machias, Maine. This
branch was
   purchased from Key Bank of Maine in May, 1990, and was
renovated in 1995
   to better meet the Bank s needs at that location.

   In addition to the foregoing properties, the Block Company
owns the
   building adjacent to the Bar Harbor office. This building is
presently
   leased to a retail organization.
   <PAGE>
<PAGE>






   The Block Company owns real estate located on Washington
Street in Lubec,
   Maine which is adjacent to the Lubec branch office of the Bank
and which
   is leased to a commercial venture.

   A parcel of land adjacent to the Blue Hill branch was
purchased in 1981.

   Aggregate annual rentals paid by the Bank during its last
fiscal year for
   its operating properties did not exceed 5% of its operating
expenses.


   ITEM 3.  PENDING LEGAL PROCEEDINGS

   During the 1995 bank examination of the Trust Department, the
bank
   examiner criticized the Bank s use of a newly established
in-house account
   as an investment vehicle for pension plans for which the Bank
acted in a
   fiduciary capacity. In the bank examiner s opinion, such
investments
   amounted to prohibited transactions under ERISA and the Tax
Code, making
   the Bank potentially liable for a penalty amounting to 5% of
the amount
   involved,(which is estimated at approximately $190,000). The
Bank s
   attorneys are currently in the process of preparing a request
to the
   Department of Labor for an exemption from the prohibited
transaction rules
   which, if granted, would relieve the Bank from the penalty
liability.


   ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

   Not applicable. 

                                     PART II

   ITEM 5.  MARKET FOR REGISTRANT S COMMON EQUITY AND RELATED
STOCKHOLDER
   MATTERS

   Bar Harbor Bankshares stock is not listed on any national
exchange and
   there is no established trading market for the stock. Since
the Company is
   not aware of the price of all trades, the price is established
by
   determining what a willing buyer will pay a willing seller.
The stock
   prices shown below are based upon quotes received from Paine
Webber, and
   represent a range of the high and low bids for each quarter of
1994 and
   1995:

   
</TABLE>
<TABLE>
   <CAPTION>
                   1st Quarter         2nd Quarter           3rd
Quarter            4th Quarter
                    High    Low         High    Low          
High    Low            High    Low
    <S>             <C>                 <C>                   <C> 
                  <C>
    1995            17.00 to 16.40      20.00 to 17.00       
25.50 to 20.00         28.00 to 25.50
    1994            15.20 to 15.20      16.00 to 15.20       
16.00 to 16.00         16.40 to 16.00
    </TABLE>

    <PAGE>
<PAGE>






   ITEM 6.
                       AVERAGE BALANCE SHEETS
   [CAPTION]
                                      1995
   <TABLE>
           
   <S>                                <C>               <C>       
 <C>
   <CAPTION>
                                      AVERAGE                     
   YIELD/
                                      BALANCE           INTEREST  
    RATE
   ASSETS
   Loans                              $195,178,495      $
19,298,629   9.89%
   Taxable Investment Securities        84,364,335        
5,877,065   6.97%
   Non-Taxable Investment Securities    14,138,613          
852,051   6.03%
   Fed. Funds Sold & Money Market 
      Funds                              2,097,962          
124,242   5.92%
   Total Interest-Earning Assets      $295,779,405      $
26,151,987   8.84%
   Non-Interest Earning Assets:
   Total Cash and Due from               7,727,672
    Less: Allowance for Losses          (4,142,571)
   Bank Premises and Equipment           5,720,449
   Other Assets                          6,027,318
   TOTAL ASSETS                       $311,112,273

   LIABILITIES AND STOCKHOLDERS  EQUITY
   Interest Bearing Demand Deposits   $ 37,109,957      $   
606,437   1.63%
   Savings Deposits                     57,521,058        
1,408,916   2.45%
   Time Deposits                       115,118,182        
6,412,766   5.57%
   Repurchase Agreements and 
      Short Term Borrowings             38,440,663        
2,175,597   5.66%
   Long Term Borrowings                    580,132           
20,677   3.56%

   TOTAL INTEREST BEARING LIABILITIES $248,769,992      $
10,624,393   4.27%
   Non-Interest Bearing Liabilities:
   Non-Interest Bearing Demand 
        Deposits                       30,083,671
   Other Liabilities                    1,272,847
   Stockholders  Equity                30,985,763

        TOTAL LIABILITIES & 
         STOCKHOLDERS  EQUITY         $311,112,273
   NET EARNING ASSETS                 $ 47,009,413
   NET INTEREST INCOME/NET INTEREST
        SPREAD                                          $
15,527,594   4.57%
   NET INTEREST MARGIN                                            
    5.25%
   <PAGE>
<PAGE>






   <CAPTION>
                                      1994
   <S>                                <C>               <C>       
 <C>
   <CAPTION>
                                      AVERAGE                     
   YIELD/
                                      BALANCE           INTEREST  
    RATE
   ASSETS
   Loans                              $174,550,402      $
16,006,536   9.17%
   Taxable Investment Securities        75,333,849        
4,911,599   6.52%
   Non-Taxable Investment Securities    14,296,651          
828,998   5.80%
   Fed. Funds Sold & Money Market 
      Funds                              1,192,601           
48,457   4.06%
   Total Interest-Earning Assets      $265,373,503      $
21,795,590   8.21%
   Non-Interest Earning Assets:
   Total Cash and Due from               7,664,386
    Less: Allowance for Losses          (3,720,244)
   Bank Premises and Equipment           5,684,033
   Other Assets                          6,166,864
   TOTAL ASSETS                       $281,168,542

   LIABILITIES AND STOCKHOLDERS  EQUITY
   Interest Bearing Demand Deposits   $ 38,591,994      $   
633,346   1.64%
   Savings Deposits                     63,106,980        
1,621,651   2.57%
   Time Deposits                        84,786,001        
3,812,734   4.50%
   Repurchase Agreements and 
      Short Term Borrowings             37,686,124        
1,608,404   4.27%
   Long Term Borrowings                          0                
0      0%

   TOTAL INTEREST BEARING LIABILITIES $224,171,099      $ 
7,676,135   3.42%
   Non-Interest Bearing Liabilities:
   Non-Interest Bearing Demand 
        Deposits                        28,559,472
   Other Liabilities                     1,033,450
   Stockholders  Equity                 27,404,521

        TOTAL LIABILITIES & 
         STOCKHOLDERS  EQUITY         $281,168,542
   NET EARNING ASSETS                 $ 41,202,404
   NET INTEREST INCOME/NET INTEREST
        SPREAD                                          $
14,119,455   4.79%
   NET INTEREST MARGIN                                            
    5.32%

   <PAGE>
<PAGE>






   <CAPTION>
                                      1993
   <S>                                <C>               <C>       
 <C>
   <CAPTION>
                                      AVERAGE                     
   YIELD/
                                      BALANCE           INTEREST  
    RATE
   ASSETS
   Loans                              $153,232,173      $
14,549,586   9.50%
   Taxable Investment Securities        64,908,500        
4,424,174   6.82%
   Non-Taxable Investment Securities    14,954,753          
861,642   5.76%
   Fed. Funds Sold & Money Market 
      Funds                                582,259           
19,987   3.43%
   Total Interest-Earning Assets      $233,677,685      $
19,855,389   8.50%
   Non-Interest Earning Assets:
   Total Cash and Due from               6,997,907
    Less: Allowance for Losses          (3,414,115)
   Bank Premises and Equipment           5,700,044
   Other Assets                          6,811,710
   TOTAL ASSETS                       $249,773,231

   LIABILITIES AND STOCKHOLDERS  EQUITY
   Interest Bearing Demand Deposits   $ 36,113,190      $   
766,110   2.12%
   Savings Deposits                     61,670,967        
1,835,801   2.98%
   Time Deposits                        69,621,757        
3,042,237   4.37%
   Repurchase Agreements and 
      Short Term Borrowings            16,557,493           
556,938   3.36%
   Long Term Borrowings                13,846,575           
574,564   4.15%

   TOTAL INTEREST BEARING LIABILITIES $197,809,982      $ 
6,775,650   3.43%
   Non-Interest Bearing Liabilities:
   Non-Interest Bearing Demand 
        Deposits                       25,567,081
   Other Liabilities                      611,679
   Stockholders  Equity                25,784,489

        TOTAL LIABILITIES & 
         STOCKHOLDERS  EQUITY         $249,773,231
   NET EARNING ASSETS                 $ 35,867,703
   NET INTEREST INCOME/NET INTEREST
        SPREAD                                          $
13,079,739   5.07%
   NET INTEREST MARGIN                                            
    5.60%
   </TABLE>

   <PAGE>
<PAGE>






                         NOTES TO AVERAGE BALANCE SHEET

   1.   Tax-exempt income is calculated at coupon rate, no
adjusted on a tax
   equivalent basis.

   2.   At December 31, 1995, loans on non-accrual status totaled
$3,359,857.
   These loans are included in the loan category on the preceding
Average
   Balance Sheet. If interest had been accrued on such loans,
interest income
   on loans would have been $416,342 higher in 1995.

   3.   Interest on loans includes loan fees pursuant to FASB91
in the
   following amounts:


   <TABLE>
   <CAPTION>
                       <C>            <C>               <C>       
   

                       1995           1994              1993      
   
                       $103,788       $176,032          $209,309
   </TABLE>

   4.   The Bank s net interest margin remains above the national
average,
        but has remained at higher than average levels for a
number of years.
        The Bank is a community bank which focuses its efforts on
customer
        relationships and good service while remaining
competitive in the
        demand for loans both in the commercial and consumer
sectors. The
        spread and margin for the Bank have been decreasing
gradually over
        the past three years, as competition for the same
customers within
        the Bank s market area continues to grow. The average
rate on earning
        assets increased by 63 basis points in 1995 when compared
to 1994;
        however, the average rate on interest bearing liabilities
increased
        by 85 basis points. The Bank continues to seek quality
loans,
        broadening its customer base as the spread tightens. The
effect of
        rates and volumes is exemplified further in the Rate
Volume Analysis
        found on page 12 of this report.




   <PAGE>
<PAGE>






                              RATE VOLUME ANALYSIS

   The following table represents a summary of the changes in
interest earned
   and interest paid as a result of changes in rates and changes
in volumes.
   For each category of earning assets and interest-bearing
liabilities,
   information is provided with respect to changes attributable
to change in
   rate (change in rate multiplied by old volume) and change in
volume
   (change in volume multiplied by old rate).  The change in
interest due to
   both volume and rate has been allocated to volume and rate
changes in
   proportion to the relationship of the absolute dollar amounts
of the
   change in each.

   <TABLE>
   <CAPTION>
                       YEAR ENDED DECEMBER  31, 1995
                       COMPARED TO DECEMBER 31, 1994

                       INCREASES (DECREASES) DUE TO:
                                     VOLUME          RATE         
NET
   <S>                             <C>             <C>  <C>
   Loans                           $1,980,684      $1,311,410   
$3,292,093
   Taxable Investment Securities      604,581         360,885     
 965,466
   Non-Taxable Investment
       Securities                      (9,243)         32,296     
  23,053
   Federal Funds Sold and
        Money Market Funds             47,287          28,498     
  75,785

   TOTAL INTEREST EARNING ASSETS   $2,623,309      $1,733,088   
$4,356,397

   Deposits                        $ 728,282       $1,632,106   
$2,360,388
   Repurchase Agreements and
      Short Term Borrowings           41,548          525,645     
 567,193
   Long Term Borrowings               20,677                0     
  20,677

   TOTAL INTEREST BEARING
         LIABILITIES               $ 790,507       $2,157,751   
$2,948,258

   NET CHANGE IN INTEREST          $1,832,802       ($424,663)  
$1,408,139
   <CAPTION>
                                       YEAR ENDED DECEMBER 31,
1994
                                       COMPARED TO DECEMBER 31,
1993

                                      INCREASE (DECREASE) DUE TO:
   <S>                             <C>             <C>          
<C>
                                   VOLUME          RATE         
NET
   Loans                           $1,968,588      $ (511,638)  
$1,456,950
   Taxable Investment Securities      700,128        (212,704)    
 487,424
   Non-Taxable Investment
      Securities                      (38,130)          5,486     
 (32,644)
   Federal Funds Sold and
        Money Market Funds             18,090          10,381     
  28,471

   TOTAL INTEREST EARNING ASSETS   $2,648,676       ($708,475)  
$1,940,201
<PAGE>






   Deposits                        $  647,825       ($224,243)  
$  423,582
   Repurchase Agreements and
      Short Term Borrowings           895,563         155,903    
1,051,466
   Long Term Borrowings              (574,564)              0     
(574,564)

   TOTAL INTEREST BEARING
         LIABILITIES               $ 968,824       $ (68,340)   
$ 900,484

   NET CHANGE IN INTEREST          $1,679,852       ($640,135)  
$1,039,717
   </TABLE>
   <PAGE>
<PAGE>






                       INTEREST RATE SENSITIVITY ANALYSIS
                             AS OF DECEMBER 31, 1995
                              Amounts in Thousands

   The following table sets forth the amounts of interest-earning
assets and
   interest-bearing liabilities outstanding at December 31, 1995
which are
   anticipated by the Bank, based upon certain assumptions, to
reprice or
   mature in each of the future time periods shown.

   <TABLE>
   <CAPTION>                                                      
       ONE TO      GREATER
                                                     ONE TO       
     GREATER
                                 TOTAL TO             FIVE        
     THAN FIVE
                                 ONE YEAR             YEARS       
      YEARS                   TOTAL
    <S>                          <C>                 <C>          
     <C>                   <C>
    Loans 
       Fixed Rate                $ 16,258            $ 24,312     
     $ 18,187              $ 58,757
       Variable Rate              117,550              23,207     
        2,252               143,009
    Investments                    31,667              52,066     
       18,362               102,095
    Federal Funds Sold              3,800                   0     
            0                 3,800
    Interest Rate Swap              5,000               5,000     
            0                10,000
           TOTAL EARNING ASSETS  $ 174,275           $104,585     
     $ 38,801              $317,661

    Deposits                     $138,452            $ 17,283     
     $ 95,736              $251,471
    Repurchase Agreements           5,791                   0     
            0                 5,791
    Borrowings                     16,011              16,689     
            0                32,700
    Interest Rate Swap             10,000                   0     
            0                10,000
           TOTAL SOURCES         $170,254            $ 33,972     
     $ 95,736              $299,962

    Net Gap Position             $  4,021            $ 70,613     
     $(56,935)             $ 17,699
    Cumulative Gap                  4,021              74,634     
       17,699                17,699

    Rate Sensitive Assets/
    Rate Sensitive Liabilities    102.36%             307.86%     
        40.53%              105.90%


    </TABLE>

    Except as stated below, the amounts of assets and liabilities
shown which
   reprice or mature during a particular period were determined
in accordance
   with the earlier of term to repricing or the contractual terms
of the
   asset or liability. The Bank has assumed that 3% of its
savings is more
   rate sensitive and will react to rate changes, and has
therefore
   categorized it in the one-year time horizon. The remainder is
stable and
   is listed in the greater than five year category. NOW
accounts, other than
   seasonal fluctuations approximating $4,000,000, are stable and
are listed
   in the greater than five year category. Money market accounts
are assumed
   to reprice in three months or less. Certificates of deposit
are assumed to
   reprice at the date of contractual maturity. Fixed rate
mortgages,
   totaling $35,000,000 are amortized using a 6% rate, which
approximates the
   Bank s prior experience.
   <PAGE>
<PAGE>






                         SUMMARY OF INVESTMENT PORTFOLIO

   The information presented below is to facilitate the analysis
and
   comparison of sources of income and exposure to risks.

   <TABLE>
   <CAPTION>
   <S>                 <C>            <C>          <C>
                          1995           1994         1993
   U.S. Treasury Securities           $  1,000,470 $ 3,007,997   
$ 5,016,933
   Obligations of Other U.S. 
        Government Agencies             13,278,651  13,322,895    
 6,312,146
   Mortgage Backed Securities:
        U.S. Government Agencies        42,764,250  46,739,125    
38,501,320
        Other             8,210,646     4,086,750    2,752,525
   Obligations of State and 
        Political Subdivision           13,240,946  14,401,790    
14,408,384
   Other Bonds            3,714,099     3,521,514    5,047,385

   SECURITIES HELD TO MATURITY        $ 82,209,062 $ 85,080,071  
$72,038,693

   Obligations of Other U.S.
        Government Agencies              8,029,922
   Mortgage Backed Securities--
        U.S. Government Agencies         5,578,826
   Other Bonds                             500,000

   Marketable Equity Securities          5,446,301    5,933,801   
 6,484,697
   Other Investments                       330,506      305,086   
   214,266

   SECURITIES AVAILABLE FOR SALE      $ 19,885,555  $ 6,238,887   
$6,698,963


   </TABLE>
   <PAGE>
<PAGE>






               MATURITY SCHEDULE FOR INVESTMENTS HELD TO MATURITY
                                AT DECEMBER, 1995
   <TABLE>
   <CAPTION>
                                                           
Greater than     Greater than     Greater
                                              One Year      One
Year to      Five Years to      than
                                              or Less       Five
Years       Ten Years        Ten Years
           
    <S>    <C>                                <C>           <C>   
          <C>              <C>
    U.S. Treasury Securities                  $1,000,470    $     
  0       $        0       $        0
           Average Yield                            8.00
    Obligations of other U.S.
           Government Agencies                 3,500,000     
5,779,530       3,999,121                 0
           Average Yield                            7.02          
6.96            7.16
    Mortgage-backed Securities:                                   
          
           U.S. Government Agencies                     0    
8,221,329       4,506,265        30,036,656
           Average Yield                                          
7.59            7.11              7.18
    Mortgage-Backed Securities:
           Other                                        0         
    0      2,721,210        5,489,436
           Average Yield                                          
                5.29             7.33
    Obligations of State and
           Political Subdivisions                 750,637    
9,564,305         982,004        1,944,000
           Average Yield                             6.69         
6.06            6.97             7.15
    Other Bonds                                1,199,081     
2,515,018               0                 0
    Average Yield                                   8.06          
6.96      

    TOTAL  $                                  6,450,188    
$26,080,182      $12,208,600      $37,470,092
    </TABLE>

                         MATURITY SCHEDULE FOR INVESTMENTS
                     AVAILABLE FOR SALE AT DECEMBER 31, 1995
   <TABLE>
   <CAPTION>

   <S>    <C>                                <C>           <C>    
         <C>              <C>
                                                           
Greater than     Greater than     Greater
                                              One Year      One
Year to      Five Years to      than
                                              or Less       Five
Years       Ten Years        Ten Years
    Obligations of Other U. S.
       Government Agencies                    $       0     $     
   0      $   7,996,732    $       0
          Average Yield                                           
                   6.99

    Mortgage Backed Securities --
       U.S.Government Agencies                        0           
   0                  0    $ 5,631,356
           Average Yield                                          
                                  7.42

    Other Bonds                                  500,000          
   0                  0              0
           Average Yield                            6.00          
                                     

                                              $  500,000          
   0      $   7,996,732    $5,631,356
    </TABLE>
    The maturity schedule for securities available for sale
excludes
   marketable equity securities totaling $5,421,086 and other
investments of
   $240,483. <PAGE>
<PAGE>






   Yield on tax exempt bonds were not computed on a tax
equivalent basis

   The bank does not hold any securities for a single issuer
where the
   aggregate book value of the securities exceed 10% of the Bank
s
   stockholders  equity.

   The maturities for the mortgage-backed securities are shown at
the stated
   maturity. If the Bank presented mortgage-backed securities by
average
   expected life, the breakdown would be:
   <TABLE>
    <CAPTION>
    <S>    <C>                                <C>           <C>   
          <C>              <C>
                                                           
Greater than     Greater than     Greater
                                              One Year      One
Year to      Five Years to      than
                                              or Less       Five
Years       Ten Years        Ten Years
    <S>    <C>                                <C>           <C>   
          <C>              <C>
    Mortgage-backed Securities Held
       To Maturity                            $        0   
$38,973,809      $12,001,087      $          0
    Mortgage-backed Securities Available
       For Sale                                3,759,192     
1,872,164                0                 0
    </TABLE>

    In 1987, the Bank purchased adjustable rate preferred (ARPS)
securities
   totaling $1,319,000. As the economy entered into its
recessionary cycle in
   the late 1980s, these ARPS, which were issued by other banks,
were
   impacted by concerns of investors in the banking industry. The
Bank
   elected to recognize a permanent write down on the ARPS
totaling $387,000
   beginning in 1990.

   The ARPS portfolio began increasing in market value during
1991 as banks
   showed stronger earnings. Since this upward market trend
continued in
   1992, the Bank elected to sell its holdings of ARPS and by
year end had a
   remaining balance of $463,000 in ARPS with minimum loss to the
Bank. The
   remaining ARPS were sold in early 1993. 

   Changes in the market value of the investment portfolio follow
national
   interest rate fluctuations. As national interest rates
dropped, the value
   of the portfolio has increased. The Bank does not hold any IOs
or POs, nor
   does it hold any securities whose market value could change to
a greater
   degree than traditional debt. The Bank does hold one 10-year
government
   agency backed step up which has a fixed rate of interest for
the first
   three years and which then increases incrementally each year
until
   maturity. This debenture is callable one year from issuance
date.
   <PAGE>
<PAGE>






                                            SUMMARY OF LOAN
PORTFOLIO

    <TABLE>
    <CAPTION>
    <S>                                           <C>             
       <C>              <C>
                                                    1995          
        1994             1993

    Real estate Loans:
       Construction & Development                 $ 8,072,230     
    $  4,594,803         $ 4,606,935
       Mortgage                                   135,068,891     
     124,620,343         107,948,202
    Loans to finance agricultural
       production and other loans  
       to farmers                                  10,377,194     
       9,369,651           8,217,183
    Commercial and industrial loans                29,806,328     
      31,791,148          27,533,900
    Loans to individuals for 
       household, family and other
       personal expenditures                       17,640,397     
      15,301,322          14,621,364
    All other loans                                     6,790     
          21,635             269,371
    Real Estate Under Foreclosure                     793,887     
         294,904             328,703

    TOTAL LOANS                                   $201,765,717    
    $185,993,806        $163,525,658

       Less: Allowance for
       possible loan loss                            4,047,883    
       3,891,835           3,369,387
    NET LOANS                                     $197,717,834    
    $182,101,971        $160,156,271

    <CAPTION>
                                                    1992          
       1991                
    Real estate Loans:
       Construction & Development                 $ 5,642,294     
    $ 7,991,596
       Mortgage                                    94,906,632     
     85,984,259          
    Loans to finance agricultural
       production and other loans  
       to farmers                                   7,174,262     
       6,361,583          
    Commercial and industrial loans                25,621,342     
      24,630,818          
    Loans to individuals for 
       household, family and other
       personal expenditures                       12,248,539     
      12,467,348         
    All other loans                                   182,397     
         187,489            
    Real Estate Under Foreclosure                     434,384     
         373,577

    TOTAL LOANS                                   $146,209,850    
    $137,996,670        

       Less: Allowance for
       possible loan loss                            3,205,868    
       2,120,728           
    NET LOANS                                     $143,003,982    
    $135,875,942        
    </TABLE>
    <PAGE>
<PAGE>






                                                  PAST DUE LOANS
                                              (Amounts in
Thousands)

    The figures below represent loans past due 30 days or more
     (% is percentage of loans outstanding for a specific
category of loans).

    <TABLE>
    <CAPTION>
    <S>                                        <C>        <C>     
 <C>          <C>     <C>        <C>
                                                 1995       %     
  1994          %       1993      %

    Construction & Development                   214       2.7    
    77         1.7        0       0.0
    Real Estate                                3,009       2.2    
 1,713         1.4    2,177       2.0
    Commercial, Industrial
       and other                                 517       1.3    
   559         1.4      615       1.7
    Loans to individuals                         434       2.5    
   324         2.1      238       1.6
    Loans past due 90 days or
       more and still accruing*                  849        .4    
   892          .5      513        .3
    Non-Accruing Loans                         3,360       1.7    
 3,139         1.7    2,645       1.6

    <CAPTION>
    <S>                                        <C>        <C>     
 <C>          <C>     <C>        <C>
                                                 1992       %     
   1991         %       

    Construction & Development                   377       6.7    
953           11.9    
    Real Estate                                4,889       5.2    
  6,147        7.1    
    Commercial, Industrial
       and other                               1,524       5.9    
  1,559        5.0    
    Loans to individuals                         296       2.4    
    507        4.1      
    Loans past due 90 days or 
       more and still accruing*                  593        .4    
  1,306         .9     
    Non-Accruing Loans                         3,683       2.5    
  3,177        2.3    
    <FN>
     <F1> *The percentage for loans past due 90 days or more and
still
   accruing and non-accruing loans relate to total loans
outstanding.
   Each loan in these categories is also included in its past due
   loan category.
   </TABLE>
   Loans which were non-performing as of December 31, 1994 and
for 
   which the real estate was acquired by the Bank in 1995 totaled 
   $181,000.
   <PAGE>
<PAGE>






                                        MATURITY SCHEDULE - LOAN
PORTFOLIO
                                             As of December 31,
1995

    <TABLE>
    <CAPTION>                                                     
 After one            
                                               One Year           
 Year through         After five
                                               or Less            
 five years            years
    <S>                                        <C>                
 <C>                  <C>
    Commercial, Financial
       and Agricultural                        $21,775,978        
 $ 8,256,809          $10,150,735

    Real estate Construction
       and Land Development                    $ 8,072,230
    </TABLE>

    The Bank makes construction loans on the basis of: a)
permanent financing
   from another financial institution, or b)approval at the time
of
   origination for permanent financing by our own Bank. In
addition, a number
   of large commercial real estate loans are written and priced
on the basis
   of fixed rates with a three to five year balloon payment. It
is generally
   the intent of the Bank to renegotiate the rate and term of the
loan at the
   balloon maturity. Lines of credit are renewed annually. There
are consumer
   construction loans that will either be sold to the secondary
market upon
   completion of construction or rolled into permanent portfolio
residential
   mortgage loans on the Bank s books.

   The total amount of commercial, financial and agricultural,
construction,
   and land development loans with adjustable interest rates and
maturities
   of greater than one year is $10,676,789 and with fixed
interest rates and
   maturities of greater than one year is $7,730,755.

                                  RISK ELEMENTS

   <TABLE>
    <CAPTION>
    <S>
                                           <C>          <C>       
    <C>          <C>           <C>
                                           1995         1994      
    1993         1992          1991
    Loans accounted for on a non-
       accrual basis                       $3,359,857  
$3,139,465     $2,644,678   $3,683,185    $3,176,949
    Accruing loans contractually past
       due 90-days or more                 $  849,127   $ 
891,986     $  512,784   $  593,237    $1,306,150
    </TABLE>

    It is the policy of management to review past due loans on a
monthly
   basis. Those loans 90 days or more past due which are not well
secured or
   in the process of collection are designated as non-accruing.
This includes
   government guaranteed loans unless the guaranteed portion has
been sold.
   If interest had been accruing on such loans, interest income
on loans
   would have been $416,342 higher in 1995. Interest collected on
these loans
   totaled $184,983 in 1995 and was included in net income. 
Non-accrual
   loans represent 1.7% of average loans for 1995 and 1994.

   Management is not aware of any potential problems loans which
are not
   included in the above table.   <PAGE>
<PAGE>






   The Bank makes single-family residential loans, commercial
real estate
   loans, commercial loans, and a variety of consumer loans. The
Bank s
   lending activities are conducted in north coastal Maine.
Because of the
   Bank s proximity to Acadia National Park, a large part of the
economic
   activity in the area is generated from the hospitality
business associated
   with tourism.  At December 31, 1995, approximately $25,500,000
of loans
   were mde to companies in the hospitality industry. Of this
total
   indebtedness, 1.8% were 30 days or more delinquent as of
December 31,
   1995. Loans to real estate investors and developers totaled
$14,100,000 in
   1995. In the fishing industry, loans decreased from
$10,000,000 in 1994 to
   $7,500,000 in 1995. This decrease was attributable to the
paydown of
   several aquaculture loans and a lesser need at year end for
Bank support
   for the lobster pounding industry.

   From the standpoint of large loans to single borrowers, loans
of $700,000
   or more to one borrower decreased as a percentage of capital
from 95% in
   1994 to 90% in 1995. As most loans granted by the Bank are
collateralized
   by real estate, the ability of the Bank s borrowers to repay
is dependent
   on the level of economic activity and the level of real estate
values in
   the Bank s market area. Because of the increasing health of
the tourist
   industry and other industries in its market area, the Bank has
benefited
   from the economic well-being of its customers.

   <PAGE>
                             SUMMARY OF LOAN LOSSES

   Delinquencies are reviewed on a monthly and quarterly basis by
senior
   management as well as the Board of Directors. Information
reviewed is used
   in determining if and when loans represent potential losses to
the Bank. A
   determination of a potential loss could result in a charge to
the
   provision for loan losses, with an increase to the reserve for
possible
   loans so that risks in the portfolio can be identified on a
timely basis
   and an appropriate reserve can be maintained.

   Historically, the amount allocated for the allowance for
possible loan
   losses has been based on management s evaluation of the loan
portfolio.
   Considerations used in this evaluation included past and
anticipated loan
   loss experience, the character and size of the loan portfolio,
the value
   of collateral, general economic conditions, and maintenance of
the
   allowance at a level adequate to absorb anticipated losses.
With net
   charge offs remaining under one-half of one percent of average
loans
   outstanding for 1990, the above method and review was
adequate.

   Since 1991, the Bank has utilized the methodology for the
review of the
   allowance for loan losses to be in accordance with the
approach suggested
   by bank regulators through FDIC Fil-34-91, dated June 28,
1992. The
   reserve includes specific reserves based on the review of
specific
   credits, pool reserves based on historical charge offs by loan
types and
   supplementary reserves reflecting concerns and loan
concentrations by
   industry, by customer and by general economic conditions. The
allocation
   has changed based on concentration of loans in the fishing and
tourist
   related industries.

   <PAGE>
<PAGE>






   In 1992, the Bank continued to concentrate on resolving loan
problems,
   focusing on the reduction of non-earning assets and resolution
of troubled
   debt situations. With continued softness in the economy, the
Bank
   aggressively charged off problem loans, and, at the same time
provided
   more reserves for possible loan losses in the future. Building
on the
   prior year s program of measuring adequacy, the Bank continued
to build
   reserves to ensure that future earnings were not hurt by
unforseen
   problems in the loan area.

   The Bank experienced its greatest percentage of charge offs
when compared
   to average loans outstanding in 1991 when the ratio was .74%.
This ratio
   reached a low point in 1994 with charge offs representing only
 .25% of
   average loans. The percentage of charge offs to average loans
in 1995
   totals .41%. During the past five years, the majority of
charge offs have
   been commercial loans secured by real estate. In 1992,
increases in charge
   offs were attributable to an account where faulty
documentation resulted
   in loss of collateral. The Bank real estate charge offs in
1994 represent
   charge down of loan balances on troubled loans based on
updated fair value
   appraisals, or highest third party bids at auction.

   In 1994 there were two writedowns of REO charged directly to
earnings. A
   property in Northeast Harbor was sold at a loss of $74,000
after paying
   all expenses, and property on Main Street in Ellsworth was
written down by
   $100,000 to more closely reflect a liquidation. In 1994, the
same property
   <PAGE>
<PAGE>






   in Ellsworth was written down by additional $23,500. This
property was
   sold in 1995 for $120,000. Additionally in 1994, three
residential
   properties owned by the Bank were written down by a total of
$58,000 to
   more closely reflect their market values.

   Approximately 28% of the chargeoffs in 1995 represented loans
secured by
   real estate, and 39% represented commercial credits. The
increase in
   commercial loan chargeoffs in 1995 included a chargedown of a
large
   commercial loan. Recoveries offset losses totaling $97,000,
$141,000 and
   $264,900 for the years ended 1995, 1994 and 1993,
respectively.

   Softness in the economy in the early 1990s, reduction of
collateral value,
   and, in some cases, poor management by the owners of the
business have
   caused the major losses in the commercial area.

   Based on past experience and management s assessment of the
present loan
   portfolio, it is expected that loan charge offs for 1996 will
not exceed
   $840,000.

   <TABLE>
     <S>                                <C>
     Commercial                         $ 75,000
     Real estate mortgages               640,000
     Installments to individuals         125,000
   </TABLE>

   A breakdown of the allowance for possible loan losses is as
follows:

   <TABLE>
   <CAPTION>
   <S>                 <C>             <C>            <C>         
 <C>
                               1995                          
1994
                                                      Percent of  
                            Percent of
                                                       Loans in
each                            loans in each
                                                       Category
to                              Category to
                                 Amount                Total
Loans           Amount             Total Loans
    Real Estate Mortgages        $   915,168            71.34%    
          $ 1,665,363         69.63%
    Installments to individuals      503,777             8.74%    
              404,942          8.23%
    Commercial, financial
       And agricultural              277,775            19.92%    
            1,220,253         22.13%
    Other                            965,391             0.00%    
               80,337          0.01%
    Unallocated                    1,385,772             0.00%    
              520,940          0.00%
    TOTAL                        $ 4,047,883           100.00%    
          $ 3,891,835        100.00%
    </TABLE>
    <PAGE>
<PAGE>






                                         SUMMARY OF LOAN LOSS
EXPERIENCE
                                                  (In thousands)

    % = Percentage of Loans Outstanding for a Specific Category
of Loans
    <TABLE>
    <CAPTION>
    <S>                               <C>      <C>   <C>    <C>  
<C>    <C>    <C>    <C>     <C>     <C>
    ALLOWANCE FOR LOAN LOSSES         1995      %   1994     %   
1993    %     1992    %      1990     %

    Balance at beginning of period    $3,892        $3,369       
$3,206        $2,121         $1,303
    Charge offs:
       Commercial, Financial, 
       Agricultural, Others              377    .94    122   .30  
  386 1.07      302   .92      597  1.38
       Real Estate Mortgages             256    .18    267   .21  
  505  .45      633   .63      237   .28
    Installments to individuals          268   1.52    189   1.23 
  290  1.98     188  1.53      266  2.63
    Total Charge Offs                    901           578        
1,181         1,123          1,090   

    Recoveries:
       Commercial, Financial,
       Agricultural, Others               20    .05     47   .11  
  101  .28       55   .17       35   .08
       Real Estate Mortgages              20    .01     54   .04  
  118  .10       49   .05        6   .01
    Installments to individuals           57    .32     40   .26  
   45  .31       39   .32       37   .37
    Total Recoveries                      97           141        
  264           143             78  

    Net Charge Offs                      804           437        
  917           980          1,012
    Provision Charge to Operations       960           960        
1,080         2,065          1,830

    Balance at End of Period          $4,048        $3,892       
$3,369        $3,206         $2,121

    Average loans outstanding
       during period                  $195,178      $174,550     
$153,232      $146,257       $137,608

    Net Charge Offs to Average
       Loans Outstanding during
       Period                                   .41          .25  
       .60            .67            .74
    </TABLE>
    <PAGE>
<PAGE>






                           SUMMARY OF DEPOSIT PORTFOLIO

   <TABLE>
   <CAPTION>                       1995          1994           
1993
   <S>                           <C>            <C>            
<C>
   Demand Deposit Accounts       $ 32,394,610   $ 30,124,536    $
27,845,786
   NOW Accounts                    38,300,119     37,951,497     
38,135,964
   Money Market Deposit Accounts   21,400,643     27,733,548     
32,128,978
   Savings                         32,259,883     34,247,891     
33,443,983
   Time Deposits Less than
       $100,000                   113,110,959     87,509,593     
66,203,969
   Certificates of Deposit
       $100,000 or more            14,005,187     7,977,495       
5,764,437

   TOTAL DEPOSITS                $251,471,401   $225,544,560   
$203,523,117
   </TABLE>



                       MATURITY SCHEDULE FOR TIME DEPOSITS
                                $100,000 OR MORE
   <TABLE>
   <CAPTION>
   <C>                     <C>              <C>               <C>
                           Over Three       Over Six
       Three Months        Months Through   Months Through   
Over
       or Less             Six Months       Twelve Months    
Twelve Months

       $ 2,156,492         $ 3,336,507      $ 5,927,611       $
2,584,577
   </TABLE>



                           RETURN ON EQUITY AND ASSETS
   <TABLE>
   <CAPTION>                      1995            1994        
1993
   <S>                            <C>             <C>         
<C>

   Return on Average Assets        1.89            1.75        
1.00
   Return on Average Equity       18.97           17.93        
9.72
   Dividend Payout Ratio          25.07           25.75       
42.24
   Average Equity Capital to
       Average Assets Ratio        9.96            9.75       
10.32
   </TABLE>
   <PAGE>
<PAGE>






   As of January 1, 1996, there were approximately 974 holders of
record of
   Bar Harbor Bankshares common stock.

   Dividends have been paid semi-annually during 1994 and 1995,
as follows:

   <TABLE>
   <CAPTION>
         <S>                 <C>                  <C>
                             June                 December
         1995                $ 0.36               $ 0.50
         1994                $ 0.30               $ 0.44
   </TABLE>

   In 1996 the Company will pay dividends on a quarterly basis.

   <PAGE>
<PAGE>






                              SHORT TERM BORROWINGS

   <TABLE>
   <CAPTION>
   <S>                                 <C>           <C>          
 <C>            <C>           <C>
                                                                  
                 Average       Weighted
                                                      Weighted    
  Maximum        Amount        Average
                                        Balance       Average     
  Outstanding    Outstanding   Interest 
                                         at end       Interest    
  During         During        Rate During
                                        of Period     Rate        
  Period         Period        Period
    1995
    FHLB Advances                       $26,700,000    5.85%      
  $29,000,000    $17,058,082    5.84%
    Wholesale Repurchase Agreements     $         0    0.00%      
  $18,250,000    $ 4,337,852    6.16%

    1994
    FHLB Advances                       $25,000,000    5.54%      
  $50,000,000    $28,904,110    4.28%
    Wholesale Repurchase Agreements     $         0    0.00%      
  $11,000,000    $ 4,809,890    4.22%

    1993
    FHLB Advances                       $16,000,000    3.83%      
  $19,000,000    $ 9,025,479    3.43%
    Wholesale Repurchase Agreements     $ 2,000,000    3.45%      
  $13,120,000    $ 5,032,493    3.37%
    </TABLE>

    The terms for short-term FHLB advances taken in 1995 ranged
from 5 days to
   200 days and averaged 49 days. The terms for wholesale
repurchase
   agreements taken in 1995 ranged from 4 days to 90 days and
averaged 24
   days.

   The terms for short-term FHLB advances taken in 1994 ranged
from 14 days
   to 257 days and averaged 82 days. The terms for wholesale
repurchase
   agreements taken in 1994 ranged from four days to 90 days and
averaged 25
   days.

   The terms for short-term FHLB advances taken in 1993 ranged
from 17 days
   to 260 days and averaged 82 days. The terms for wholesale
repurchase
   agreements taken in 1993 ranged from 6 days to 140 days and
averaged 31
   days.


   <PAGE>
<PAGE>






   The following data represents selected year end financial
information for
   the past five years. All information is unaudited.
                      (In thousands, except per share data)
   <TABLE>
   <CAPTION>
   <S>
                        <C>        <C>         <C>       <C>      
 <C>
   BALANCE SHEET TOTALS 1995       1994        1993      1992     
 1991
   Total Assets         $326,609   $296,687    $257,347  $247,149 
 $216,275
   Net Loans             197,718    182,102     160,156   143,004 
  135,876
   Total Deposits        251,471    225,545     203,523   195,723 
  181,484
   Total Equity           33,243     28,761      24,987    23,558 
   21,985
   Average Assets        311,112    281,169     249,773   231,114 
  209,189
   Average Equity         30,986     27,405      25,784    23,563 
   21,049

   STATEMENT OF EARNINGS TOTALS
   Interest Income      $ 26,152   $ 21,795    $ 19,855  $ 20,283 
 $ 20,193
   Interest Expense       10,624      7,676       6,775     7,997 
   10,092
   Net Interest Income    15,528     14,119      13,080    12,286 
   10,101
   Provision for Loan
      Losses                 960        960        1,080    2,065 
    1,830
   Net Interest Income
      After provision for
      Loan Losses         14,568     13,159       12,000   10,221 
    8,271
   Non-interest income
      (Includes net security
      gains {losses])      4,398      4,012       4,153     3,576 
    3,029
   Non-interest expense   10,471     10,161      10,957     9,169 
    7,787
   Applicable income 
      Taxes                2,616      2,096       1,632     1,254 
      735
   Net income before Cumulative Effect of
      Accounting Change    5,879      4,914       3,564     3,374 
    2,778
   Cumulative Effect of
      Accounting Change        0          0      (1,058)        0 
        0
   Net Income           $  5,879    $ 4,914     $ 2,506   $ 3,374 
  $ 2,778

   PER SHARE DATA:
   (Restated for five-for-one stock split in 1995)
   Income Before Cumulative Effect of
      Accounting Change $ 3.43     $ 2.87      $ 2.09    $ 1.87   
 $ 1.54
   Cumulative Effect of Change in
      Accounting for Postretirement
      Benefits, Net of Income
      Tax Benefit       $ 0.00     $ 0.00      ($ 0.62)  $ 0.00   
 $ 0.00
   Net Income           $ 3.43     $ 2.87       $ 1.47   $ 1.87   
 $ 1.54
   Dividends            $ 0.86     $ 0.74       $ 0.62   $ 0.42   
 $ 0.37
   Weighted average number of
      Common shares outstanding,
      In thousands       1,713      1,710       1,707     1,806   
  1,804
   Return on total average
      Assets/Net Income  1.89%      1.75%       1.00%     1.46%   
  1.33%
   </TABLE>
   <PAGE>
<PAGE>






                    SUPPLEMENTARY FINANCIAL DATA BY QUARTERS
                      (In thousands except per share data)

   <TABLE>
   <CAPTION>
   <S>                 <C>            <C>          <C>          
<C>
   1995                   1st Quarter 2nd Quarter  3rd Quarter  
4th Quarter
   Interest Income        $ 5,992     $ 6,518      $ 6,902      
$ 6,740
   Interest Expense         2,370       2,660        2,767        
2,827
   Net Interest Income      3,622       3,858        4,135        
3,913
   Provision for Losses       240         240          240        
  240
   Security Gains
      (Losses)                  0           0            0        
    0
   Income Before Income Taxes
      And Cumulative effect of
      Accounting Change     1,884       2,150        2,706        
1,755
   Income Taxes               576         650          859        
  531
   Net Income               1,308       1,500        1,846        
1,225
   Earnings Per Share      $ 0.76      $ 0.88      $ 1.08        
$ 0.71

   1994                   
   Interest Income        $ 4,968     $ 5,296      $ 5,706      
$ 5,825
   Interest Expense         1,680       1,879        1,975        
2,142
   Net Interest Income      3,228       3,417        3,731        
3,683
   Provision for Losses       240         240          240        
  240
   Security Gains
      (Losses)                 15           8            0        
 (388)
   Income Before Income
      Taxes                 1,703       1,624        2,479        
1,204
   Income Taxes               515         496          678        
  407
   Net Income               1,188       1,128        1,801        
  797
   Earnings per share      $ 0.70      $0.66        $ 1.05       
$ 0.47
   </TABLE>
   <PAGE>
<PAGE>






   ITEM 7.  MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND
   RESULTS OF OPERATIONS

   The information contained in the section captioned  Management
s
   Discussion and Analysis of Financial Condition and Results of
Operations 
   in the Company s Annual Report is incorporated herein by
reference.

   ITEM 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA

   The financial statements required are contained on pages 10
through 25 of
   the Company s Annual Report for the year ended December 31,
1995 and are
   incorporated herein by reference.

   ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND
   FINANCIAL DISCLOSURES

   Not applicable.


                                    PART III

   ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

   The following statements pertain to all individuals listed
below:

   1.  There are no arrangements or understandings between any
director or
   officer listed below and any other person pursuant to which
such director
   or officer was selected as an officer or director.

   2.  There is no family relationship among any of the directors
and
   officers listed below.

   3.  None of the directors and officers listed below have been
involved in
   any bankruptcy, criminal, or other proceeding set forth or
described in
   sub-section (f) of Item 401 of Regulation S-K as promulgated
by the
   Securities and Exchange Commission.

   4.  Each of the directors listed below has been elected to a
three year
   term, except where the mandatory retirement age of 75 years
precluded an
   election of a shorter term, with one third of the Board of
Directors, as
   nearly as may be, standing for election each year. Each
director of the
   Company also serves as a director of the Bank, and references
below to the
   year in which an individual was first elected refer to the
year in which
   s/he was first elected a director of the Bank.

   [1] Robert H. Avery.  Director, Age 67. Mr. Avery is retired.
He first was
   elected as a Director on November 2, 1965. He was elected as
President and
   Chief Executive Officer of the Bank in 1971 and retired as of
June 30,
   1986. He currently serves as Director and Treasurer of the Bar
Harbor
   Water Company.
   <PAGE>
<PAGE>






   [2] Frederick F. Brown, Director, Age 69. Mr. Brown s
principal occupation
   during the past five years has been as proprietor and owner of
F. T. Brown
   Company, which owns and operates a hardware store in Northeast
Harbor and
   as one-third owner of Island Plumbing & Heating in Northeast
Harbor. He
   also serves as President of Northeast Harbor Water Company.
Mr. Brown
   first was elected as a director on October 2, 1979.

   [3] Thomas A. Colwell, Director.  Age 51. Mr. Colwell s
principal
   occupation during the past five years has been as owner of
Colwell
   Brothers, Inc. He also serves as a member of the Board of
Directors of the
   Maine Lobster Pound Association. Mr. Colwell was first elected
as a
   director on October 1, 1991. 

   [4] Bernard K. Cough, Director, Age 68.  Mr. Cough s principal
occupation
   during the past five years has been owner/operator of several
motels,
   including the Atlantic Oakes Motel, Atlantic Eyrie Lodge,
Inc., Brookside
   Motel, Bay View, Inc., and Ocean Gate, Inc. Mr. Cough is also
Treasurer of
   Cough Bros., Inc. And President of Downeast Inns, Inc. Mr.
Cough was first
   elected as a director on October 1, 1985.

   [5] Peter Dodge, Director, Age 52. Mr. Dodge is President of
the Peter
   Dodge Agency (a Maine corporation) d/b/a the Merle B. Grindle
Insurance
   Agency in Blue Hill, Maine. He is also Director and Treasurer
of Coastal
   Holdings, Inc., Trustee of George Stevens Academy, and
Director, Bagaduce
   Music Lending Library. He was first elected as a director on
October 6,
   1987.

   [6] Lawrence L. Dorr, Director, Age 74. Mr Dorr is retired.
Prior to his
   retirement, Mr. Dorr was the principal stockholder and
administrator of
   Oceanview Nursing Home, Inc. Of Lubec. Mr. Dorr first was
elected as a
   director on October 2, 1973.

   [7] Dwight L. Eaton, Senior Vice President and Trust Officer,
Age 60. Mr.
   Eaton s principal occupation during the past five years has
been as Senior
   Vice President and Trust Officer of Bar Harbor Banking and
Trust Company.
   He serves as Chairman and Director of the Acadia Corporation.
Mr. Eaton
   first was elected as a Director on October 4, 1988.

   [8] Ruth S. Foster, Director, Age 66. Mrs. Foster s principal
occupation
   is the President and principal stockholder of Ruth Foster s, a
children s
   clothing store in Ellsworth, Maine. Mrs. Foster first was
elected as a
   director on October 7, 1986.

   [9] Robert L. Gilfillan, Chairman of the Board of Directors,
Age 68. Mr.
   Gilfillan s principal occupation during the past five years
has been as
   the owner and President of the West End Drug Company in Bar
Harbor. Mr.
   Gilfillan first was elected as a director on November 5, 1957.

   [10] Sheldon F. Goldthwait, Jr., President and Chief Executive
Officer,
   Age 57. He was appointed President and Chief Executive Officer
of Bar
   Harbor Banking and Trust Company January 1, 1995. Prior to
that he served
   as Executive Vice President of Bar Harbor Banking and Trust
Company. He
   serves as Treasurer and Director of the Acadia Corporation.
Mr. Goldthwait
   first was elected as a director on October 4, 1988. <PAGE>
<PAGE>






   [11] James C. MacLeod, Director, Age 71. Mr. MacLeod is
retired. Mr.
   MacLeod served as Vice President of the Bank until his
retirement in
   December of 1987. He was appointed as a Vice president of the
Bank in 1972
   and was first elected as a director of the Bank on November 7,
1961.

   [12] John P. McCurdy, Director, Age 64. Prior to his
retirement in 1991.
   Mr. McCurdy s principal occupation was the owner and operator
of McCurdy
   Fish Company of Lubec, a processor of smoked herring. Mr.
McCurdy first
   was elected as a director on October 2, 1979.

   [13] Jarvis W. Newman, Director, Age 60. Mr. Newman is the
owner of Newman
   Marine, a boat brokerage in Southwest Harbor. Mr. Newman first
was elected
   as a Director on October 5, 1971.

   [14] Robert M. Phillips, Director, Age 54. Mr. Phillips is
Vice President
   and Chief Operating Officer of Jasper Wyman and Son (blueberry
   processors), Milbridge, Maine. He was first elected as a
director on
   October 5, 1993.

   [15] John P. Reeves. Director, Age 61. Mr. Reeves is retired.
He was
   elected as President and Chief Executive Officer of Bar Harbor
Banking and
   Trust Company in 1986 and retired in 1994. He first was
elected as a
   director on October 6, 1970.

   [16] Abner L. Sargent, Director, Age 71. Mr. Sargent is former
owner and
   designated broker of High Street Real Estate and Vice
President and
   Treasurer of Sargent s Mobile Homes, Inc., of Ellsworth. He
first was
   elected as a director on October 6, 1981.

   [17] Lynda Z. Tyson, Director, Age 40. Mrs. Tyson is Chief
Operating
   Officer and Marketing Director of Tyson & Partners, Inc., a
marketing
   communications consulting firm in Bar Harbor. Mrs. Tyson was
first elected
   as a director on October 5, 1993.
   <PAGE>
<PAGE>






   ITEM 11.  EXECUTIVE COMPENSATION

   Officers of the Company do not, as such, receive compensation.
The
   following table sets forth cash compensation received during
the Bank s
   last fiscal year by the executive officers for whom such
compensation
   exceeded $100,000.
   <TABLE>
   <CAPTION>              SUMMARY COMPENSATION TABLE
   <S>                        <C>         <C>           <C>      
<C>
   ANNUAL COMPENSATION
                                                                  
                        Other
    Name and                                                      
                        Annual
    Principal                                           Salary    
        Incentive       Compensation
    Position                                Year         ($)      
           ($)          ($)
    John P. Reeves                          1993        $ 127,500 
        $ 14,385        $        0
    Retired President and                   1994          135,000 
          17,629                 0
    Chief Executive Officer                 1995           ---    
           4,922           ---

    Sheldon F. Goldthwait, Jr.              1993        $  88,000 
        $  9,923           N/a
    Pesident and                            1994        $  92,000 
        $ 12,084        $        0
    Chief Executive Officer                 1995        $ 130,000 
        $ 23,108                 0

    Dwight L. Eaton                         1993        $  88,000 
        $  9,923           N/a
    Senior Vice President                   1994        $  92,000 
        $ 12,084        $        0
    and Trust officer                       1995        $  94,000 
        $ 17,637                 0

    LONG TERM COMPENSATION
                                                         AWARDS   
                        PAYOUT
                                                       
Restricted
                                                        Stock     
                        LTIP
                                                        Awards    
        Options/        Payouts
                                            Year        ($)       
        SARs (#)           ($)
    John P. Reeves                          1993        $     0   
            0           $      0
                                            1994              0   
            0                  0
                                            1995              0   
            0                  0
    Sheldon F. Goldthwait, Jr.              1993              0   
            0                  0
                                            1994        $     0   
            0           $      0
                                            1995              0   
            0                  0
    Dwight L. Eaton                         1993              0   
            0                  0
                                            1994        $     0   
            0           $      0
                                            1995              0   
            0                  0

    ALL OTHER COMPENSATION ($)
    John P. Reeves                          1993        $ 3,152
                                            1994        $ 4,984
                                            1995         $     0
    Sheldon F. Goldthwait, Jr.              1993        $ 2,226
                                            1994        $ 2,384
                                            1995        $ 3,522
    Dwight L. Eaton                         1993        $ 2,793
                                            1994        $ 2,937
                                            1995        $ 3,439

    </TABLE>
<PAGE>






    The Bank has an incentive plan in which all employees who
were on the
   payroll as of January 1st of a calendar year and who worked
through
   December 31st are eligible. The computation is based on
earnings per share
   growing by 10% each year with 1992 being the base year. Once
the 10%
   growth is attained, a pool is created in which all eligible
employees
   receive the same percentage of their salary in the form of an
incentive
   payment.

                            COMPENSATION OF DIRECTORS

   Each of the directors of the Company is a director of the Bank
and as such
   receives a fee of $250.00 for each meeting attended. The fee
paid for the
   Annual Meeting is $500.00 per member of the Board of
Directors. Meetings
   of the Board of Directors of the Bank are held monthly. No
directors  fees
   are paid to the directors of the Company as such. Those
directors of the
   Bank who are also officers do not receive directors  fees.

                             EMPLOYEE BENEFIT PLANS

   Effective August 31, 1993, the Board of Directors ratified the
termination
   of the Company s noncontributory defined benefit pension plan,
which
   covered all eligible employees.

   At December 31, 1994, the plan s projected benefit obligation
was
   essentially equivalent to the plan s net assets available for
benefits of
   approximately $2,150,000, and such assets were invested in
U.S. Government
   obligations and cash equivalents. The settlement of the vested
benefit
   obligation by the purchase of nonparticipating annuity
contracts for, or
   the lump sum payments to, each covered employee was completed
in 1994,
   upon receipt of certain regulatory approvals. The Company
recognized no
   curtailment gain or loss in 1993 as a result of the plan
termination and
   no gain or loss was recognized when the plan s benefit
obligation was
   settled in 1994.

   Prior to the plan termination, pension benefits were based on
years of
   service, and the Company s policy was to fund, at a minimum,
the amount
   required under the Employee Retirement Income Security Act of
1974. Net
   pension income of $51,000 in 1993 has been included in
operating results.
   The weighted average discount rate and increase in salary
levels used in
   determining the projected benefit obligation were 8% in 1993.
The expected
   long-term rate of return on assets was 9%.

   The Bank offers a 401(k) plan to all employees who have
completed one year
   of service and who have attained the age of 21. Employees may
elect to
   defer from 1% to 15% of their salaries subject to a maximum
amount
   determined by a formula annually, which amount was $9,240 in
1994 and
   1995. In 1995, the bank matched employee contributions to the
401(k) plan
   to the extend of 25% of the first 6% of salary for a total of
contribution
   by the bank of $46,637. The bank match for 1994 and 1993 was
$42,590 and
   $37,195, respectively. On December 31, 1995, the Company
contributed to
   each participating employee an additional 3% of the employee s
salary,
   which represented a non-contributory plan replacing the Bank s
   contribution to the former defined benefit plan. The total
contribution
   made for the non-contributory plan was $122,486. This
non-contributory
<PAGE>






   plan was established in 1994 with a contribution made by the
Bank
   totalling $113,432. Any future contributions by the bank will
be
   determined annually by the vote of the Board of Directors.

   In 1995 and 1994, the Bank provided a restricted stock
purchase plan
   through which each employee having one year of service may
purchase up to
   100 shares of Bar Harbor Bankshares stock at the current fair
market price
   as of a date determined by the Board of Directors. These
shares may be
   purchased through a direct purchase or through the employees 
401(k)
   accounts.

   At December 31, 1995, employees exercised their right to
purchase 4,632
   shares at $28.00 per share, with the actual purchase
transpiring in
   January of 1996. At December 31, 1994, employees exercised
their right to
   purchase 3,770 shares at $16.40 per share, with the actual
purchase
   transpiring in January of 1995.

   The Bank provides certain of its officers with individual
memberships in
   local civic organizations and clubs. The aggregate value of
these benefits
   with respect to any individual officer did not exceed $5,000
during the
   Bank s last fiscal year.

   The Bank has entered into agreements with Messrs: Avery,
Reeves,
   Goldthwait, and Eaton whereby those individuals or their
beneficiaries
   will receive upon death or retirement an annual supplemental
pension
   benefit over a period of 10 years in the amount of $15,000 (in
the case of
   Messrs. Avery and Reeves) and in the amount of $10,000 (in the
case of
   Messrs. Goldthwait and Eaton). This plan is unfunded and
benefits will be
   paid out of Bank earnings. As of January 1, 1987, Mr. Avery
began drawing
   his annual installment of $15,000 pursuant to this deferred
compensation
   arrangement. Mr. Reeves began drawing his annual installment
of $5,300.04
   (reduced for early retirement) as of January 1, 1995.

   In 1993, the Company established a non-qualified supplemental
retirement
   plan for Messrs. Reeves, Eaton, Goldthwait and MacDonald. The
agreements
   provide supplemental retirement benefits payable in
installments over
   twenty years upon retirement or death. The Company recognizes
the costs
   associated with the agreements over the service lives of the
participating
   officers. The cost relative to the supplemental plan was
$98,273, 
   $368,898, and $181,415  for 1995, 1994, and 1993 respectively.
The
   agreements with Messrs. Reeves, Eaton, Goldthwait and
MacDonald are in the
   amounts of $49,020, $22,600, $37,400 and $7,700 respectively.
Mr Reeves
   began drawing his annual installment of $49,020 as of January
1, 1995.

   Officers of the Bank are entitled to participate in certain
group
   insurance benefits. In accordance with Bank policy, all such
benefits are
   available generally to employees of the Bank.
   <PAGE>
<PAGE>






   ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

   As of December 31, 1995, to the knowledge of the Company,
there are not
   any beneficial owners of more than five percent of the Company
s common
   stock.

   The following table lists, as of December 31, 1995, the number
of shares
   of Common Stock and the percentage of the Common Stock
represented
   thereby, beneficially owned by each director and nominee for
director, and
   by all principal officers and directors of the Company as a
group.
   <TABLE>
   <CAPTION>
   <S>                                    <C>                   
<C>
                                          Amount of
   Director or                            Beneficial            
Percent of
   Nominee                                Ownership               
  Class

   Robert H. Avery                         29,160               
1.70
   Frederick F. Brown                      11,590                
*
   Thomas A. Colwell                        2,475                
*
   Bernard K. Cough                        82,550               
4.82
   Peter Dodge                              1,930                
*
   Lawrence L. Dorr                         8,250                
*
   Dwight L. Eaton                          3,788                
*
   Ruth S. Foster                           1,500                
*
   Robert L. Gilfillan                     39,640               
2.31
   Sheldon F. Goldthwait, Jr.              10,039                
*
   James C. MacLeod                        20,300               
1.18
   John P. McCurdy                          3,300                
*
   Jarvis W. Newman                        15,050                
*
   Robert M. Phillips                         550                
*
   John P. Reeves                          12,352                
*
   Abner L. Sargent                         3,500                
*
   Lynda Z. Tyson                             600                
*

   Total Ownership of all directors and
   executive officers of Company as a 
   group (20 persons)                     251,306               
14.67
   <FN>
      <F1> * Less than one percent
   </TABLE>


   For purposes of this table, beneficial ownership has been
determined in
   accordance with the provisions of Rule 13-d-3 promulgated
under the
   Securities Exchange Act of 1934 as amended. Direct beneficial
ownership
   includes shares held outright or jointly with others. Indirect
beneficial
   ownership includes shares held in the same name of a director
s spouse or
   minor children or in trust for the benefit of a director or
member of his
   or her family. Indirect beneficial ownership does not include,
in the case
   of each director, one seventeenth (2,864 shares) of the 48,680
shares
   (2.84%) of the Common Stock held by two trusts which shares,
for purposes
   of voting, are allocated equally among the directors of the
bank under the
   terms of the respective trust instruments. No director has any
other
<PAGE>






   beneficial interest in such shares. Ownership figures for
directors and
   nominees include directors  qualifying shares owned by each
person named.

   Management is not aware of any arrangement which could, at a
subsequent
   date, result in a change in control of the company.  
<PAGE>






   ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The Bank  retains the firm of Tyson & Partners, Inc. to assist
with its
   marketing program. Lynda Z. Tyson, who was elected to the
Board of the
   Company and the Bank on October 4, 1993, serves as that firm s
Chief
   Operating Officer as well as Director of Marketing. Management
believes
   that the fees charged by Tyson & Partners, Inc. are at least
as favorable
   as any which could have been obtained from persons not
affiliated with the
   Bank.

   The Bank has had, and expects to have in the future, banking
transactions
   in the ordinary course of its business with directors,
officers, principal
   stockholders and their associates upon substantially the same
terms,
   including interest rates and collateral on the loans, as those
prevailing
   at the same time for comparable transactions with others. Such
loans have
   not and will not involve more than normal risk of
collectibility or
   present other unfavorable features.

   <PAGE>
<PAGE>






                                     PART IV

   ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K

   (a) (1) The following financial statements are incorporated by
reference
   from Item 8 hereof: [Annual Report to Stockholders included
herein as
   Exhibit 13].

   <TABLE>
   <CAPTION>
   <S>                                                          
<C>
                                                                
PAGE
   Independent Auditor s Report                                   
  9
   Consolidated Statements of Financial Condition
      December 31, 1995 and 1994                                  
 10
   Consolidated Statements of Earnings for the years ended
      December 31, 1995, 1994 and 1993                            
 11
   Consolidated Statements of changes in the Stockholders  
      Equity for the years ended
      December 31, 1995, 1994 and 1993                            
 12
   Consolidated Statements of Cash Flows for the years ended
      December 31, 1995, 1994 and 1993                            
 13
   Notes to Consolidated Financial Statements                   
14 - 25
      (a) (2)   Financial Data Schedule
                See Item 14(d)
      (a) (3)   Listing of Exhibits -- see Item 14 (c)
      (b)       Report on Form 8-K not applicable
      (c)       Exhibits -- EXHIBIT INDEX
   </TABLE>

   <TABLE>
   <CAPTION>
   <S>  <C>                                          <C>
   EXHIBIT INDEX - 14(c)
   NUMBER
   1.   Underwriting Agreements                   Not Applicable
   2.   Plan of Acquisition, reorganization       Incorporated by
reference
        agreement, liquidation or succession      to Form S-14
dated 
                                                  March 14, 1984
   3.   Articles of Incorporation and Bylaws      Incorporated by
reference
                                                  To Form S-14
dated
                                                  March 14, 1984
   4.   Instruments defining the rights of        Not Applicable
        security holders
   5.   Opinion re: legality                      Not Applicable
   6.   Opinion re: discount on capital shares    Not Applicable
   7.   Opinion re: liquidation preference        Not Applicable
   8.   Opinion re: tax matters                   Not Applicable
   9.   Voting Trust Agreements                   Not Applicable
   10.  Material Contracts                        Incorporated by
reference
                                                  to Form 10-K
dated
                                                  December 31,
1986
   <PAGE>
<PAGE>






   11.  Statement re: computation of per          Not Applicable
        share earnings
   12.  Statement of computation of ratios        Not Applicable
   13.  Annual report to security holders         Enclosed
herewith
   14.  Material foreign patents                  Not Applicable
   15.  Letter re: unaudited interim              Not Applicable
        financial information
   16.  Letter re: change in certifying           Not Applicable
        accountant
   17.  Letter re: director resignations          Not Applicable
   18.  Letter re: change in accounting           Not Applicable
        principles
   19.  Report furnished to security holders      Not Applicable
   20.  Other documents or statements to          Not Applicable
        security holders
   21.  Subsidiaries of the registrant            Incorporated by
reference
                                                  to Form 10-K
dated
                                                  December 31,
1986
   22.  Published report regarding matters        Not Applicable
        submitted to vote of security holders
   23.  Consents of experts and counsel           Not Applicable
   24.  Power of Attorney                         Not Applicable
   25.  Statement of eligibility of Trustee       Not Applicable
   26.  Invitation for competitive bids           Not Applicable
   27.  Information from reports furnished to
        State insurance regulatory authorities    Not Applicable
        (d) Financial Data Schedule               Not Applicable
<PAGE>






   SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the
Securities
   Exchange Act of 1934, the Registrant has duly caused this
report to be
   signed on its behalf by the undersigned, thereunto duly
authorized.

                                            BAR HARBOR BANKSHARES
                                            (Registrant)

                                            /S/ Sheldon F.
Goldthwait, Jr.
                                            Sheldon F.
Goldthwait, Jr.
                                            President and Chief
Executive
                                            Officer

   Pursuant to the requirements of the Securities Exchange Act of
1934, this
   report has been signed below by the persons on behalf of the
Registrant
   and in the capacities and on the dates indicated.

   /S/ Sheldon F. Goldthwait, Jr.           /S/ Virginia M.
Vendrell
   Sheldon F. Goldthwait, Jr.               Virginia M. Vendrell
   President and Director                   Chief Financial
Officer
   Chief Executive Officer                  Chief Accounting
Officer


   /S/ John P. Reeves                       /S/ Robert L.
Gilfillan
   John P. Reeves, Director                 Robert L. Gilfillan,
Chairman of
                                            the Board

   /S/ Frederick F. Brown                   /S/ Jarvis W. Newman
   Frederick F. Brown, Director             Jarvis W. Newman,
Director

   /S/ Robert M. Phillips                   /S/ Peter Dodge
   Robert M. Phillips, Director             Peter Dodge, Director

   /S/ Thomas A. Colwell                    /S/ Bernard K. Cough
   Thomas A. Colwell, Director              Bernard K. Cough,
Director

   /S/ Lawrence L. Dorr                     /S/ Ruth S. Foster
   Lawrence L. Dorr                         Ruth S. Foster

   /S/ Lynda Z. Tyson                       /S/ Dwight L. Eaton
   Lynda Z. Tyson, Director                 Dwight L. Eaton,
Director

   /S/ John P. McCurdy                      /S/ Abner L. Sargent
   John P. McCurdy, Director                Abner L. Sargent,
Director



   DATE:   March 12, 1996


</TABLE>







              BAR HARBOR BANKSHARES AND SUBSIDIARY


 INSERT WITH PHOTOGRAPH OF 
 SHELDON F. GOLDTHWAIT, JR.

Dear Shareholder:

The charts, words and figures on the following pages will show
you what a great year we had. Our earnings, return on assets,
earnings per share and our adjusted stock price hit all time
highs. Although John Reeves retired at the end of 1994 his
legacy of momentum and a strong management team and staff is
evident in the 1995 results for Bar Harbor Bankshares. We are
very proud of the results. We hope that you will read and enjoy
the feature stories that accompany the financial news. They
focus on some of the qualities ever present in our relationships
with our customers.

It has been a very busy year building relationships with new
customers. This has been the basis for our growth in earning
assets. We handled new loans and deposits and investments with
the same number of employees, a tribute to our dedication to
efficiency, the careful use of technology and the superior work
ethic of our employees.

As an indication of our commitment to the people and communities
of our service area we built a new full service, handicap
accessible branch in Winter Harbor and refurbished our Machias
office. These improvements have been very well received by our
customers in these areas.

In October, nationally known bank consultant John M. Floyd &
Associates, Inc. started an extensive review of all of our
operations. The main goal is to improve customer service by a
reallocation of duties for those employees dealing directly with
customers. The Floyd representatives are very good in helping us
recognize that in doing things  because we have always done it
that way  is not always valid. They have assisted us in
implementing a multitude of  better ways  to serve our customers
and do our jobs.

In addition, we are in the process of planning an operations
center to relieve space constraints in Bar Harbor and to
centralize our item processing and storage. This new facility
will have an improved branch wide telephone system replacing ten
outdated systems, as well as an updated computer. The new
technologies and the location of the center will result in
greater efficiencies for the Bank and its customers. It is
expected that this center will be in the Ellsworth area and will
be completed in the latter part of 1996.

In October, Lewis H. Payne was promoted to Executive Vice
PAGE
<PAGE>





President and Virginia M. Vendrell was named Senior Vice
President in addition to her other titles of Treasurer and Chief
Financial Officer. These changes recognize the contributions
these two individuals are making to the continued success of the
Bank.

All of our officers and staff have performed admirably during
this year of change, not only with a new president but in
charting a new course and reengineering the way we do business.
I thank everyone for their support and commitment. We all
understand that in order for us to continue to serve our
customers and shareholders that we must not lose sight of our
most basic goal --  Beyond Best Service .

                                   Very truly yours,



                                   Sheldon F. Goldthwait, Jr.
                                   President and
                                   Chief Executive Officer

PAGE
<PAGE>





FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Management s Discussion and Analysis

The following discussion and analysis of Bar Harbor Bankshares 
financial condition and operations should be read in conjunction
with the Consolidated Financial Statements (beginning on page
10) and notes to the Consolidated Financial Statements
(beginning on page 14).

Business

Bar Harbor Bankshares  wholly-owned subsidiary, Bar Harbor
Banking and Trust Company (the Bank), is an independent
community bank with ten offices serving Downeast Maine. The Bank
is a full-service financial institution providing deposit, loan
and trust services to individuals, businesses, and
organizations. Bar Harbor Banking and Trust Company has built
its reputation on building strong and lasting  relationships 
with its customers involving the full range of financial
services required to meet their individual needs. The Bank is
known for conducting business professionally, efficiently and
with a high degree of person-to-person service.
As a community bank, Bar Harbor Banking and Trust Company cares
about improving the quality of life for the people of Downeast
Maine. The Bank supports local economies by lending locally. The
Banks s charitable giving program supports local civic and
community organizations involved in education, health and
safety, arts and culture, economic development and environmental
protection. As individuals, many of the Bank s officers and
employees volunteer their time and contribute privately to a
broad range of programs and activities in their local
communities. 
Bar Harbor Banking and Trust Company offers its customers a wide
variety of accounts and services, convenient locations,
competitive lending and deposit interest rates, and a high
degree of accessibility during and after regular banking hours.
In 1995, the Bank remodeled its Machias office and constructed a
new office building in Winter Harbor, including the installation
of an ATM. Now, all ten offices--Bar Harbor, Blue Hill, Deer
Isle, Ellsworth, Lubec, Machias, Milbridge, Northeast Harbor,
Southwest Harbor and Winter Harbor--provide the convenience of
24-hour automated teller machines. Also, in 1995, the Bank
improved its automated teller services by introducing its
Coastal Wave Check Card. The new Coastal Wave Check Card offers
customers a convenient way to get cash, make routine banking
transactions, and pay for purchases at the store without having
to carry cash or checks.
Following are some of the deposit and loan services the Bank
offers. Additional services, modifications of services and
linked services are available which allow the Bank a high degree
of flexibility in meeting customer needs. 
PAGE
<PAGE>





INSERT
Photo of pier and rock pilings with the following legend:
BUILDING ON THE BASICS

All things begin small and spare, from towns to businesses to
personal relationships. The things that last, though, begin on
rock solid foundations.
108 years ago Bar Harbor Banking and Trust Company began with a
strong set of principles, business ethics, a propensity for hard
work, and a focus on person to person service. Over the years,
we ve built strong and enduring relationships with the people,
businesses and communities we serve from Deer Isle to Lubec.
The foundations for these relationships, too, are rock solid:
trust, respect, understanding, caring, commitment, integrity,
ingenuity, loyalty, and a dash of humor.
After another financially rewarding year, we remind ourselves
and our shareholders in this report of the basics that have made
our bank strong and enduring. It is a good reminder, because
these are the basics on which we will build a solid future.
END OF INSERT

DEPOSIT SERVICES INCLUDE:
Checking Accounts
Savings Accounts
Gold Wave Checking (a special package for customers 50 years of
age and older)
Certificates of Deposit (CDS)
Individual Retirement Accounts (IRAs)
Money Market Accounts
7-day Investor Accounts
Debit Cards
LOAN SERVICES INCLUDE:
Residential mortgages
Installment Loans
Lines of Credit
Student Loans
Home Equity Loans
VISA Credit Cards
Commercial Business Loans

The Bank s Trust Department is one of the largest among
independent banks in Maine. Like the Bank, it prides itself on
the quality and longevity of its client relationships, many of
which go back four or more generations. In addition to
traditional trust and estate planning services, the Trust
Department offers sophisticated, goal-oriented, professionally-
managed investment services designed to meet the specific
financial objectives of its clients.
TRUST SERVICES INCLUDE:
Custody Accounts
Professionally Managed Investment Accounts (PMIAs)
Socially Responsible Investing Program
Personal Trusts
Individual Retirement Plans    PAGE
<PAGE>





Estate Planning for Individuals and Businesses
Employee Benefit Plans
Quarterly Informational Seminars
As a whole, the Bank has been successful by adhering to a
single, simple business philosophy; By serving its customers
well, the Bank will be well served.

RESULT OF OPERATIONS               
Loans: The Bank s primary source of income is interest generated
from loans to its customers. Loan demand weakened in 1995 as
compared to 1994 resulting in a more competitive marketplace and
a fall in interest rates in the economy. Loans increased
$15,800,000 or 8.5%, following a 13.7% increase in 1994. While
market rates of interest declined, the yields on loans increased
72 basis points on average as annual repricing of variable rate
loans from relatively low rates from early 1994 continued upward
throughout the year. The increase in earnings in 1995 compared
to 1994, which was a result of interest rate changes, was
$1,300,000 with growth of $1,980,000 due to increased volumes.
In 1994, interest income on loans increased by $1,970,000
because of increased loans but decreased by $512,000 due to
reductions of interest rates. The loan portfolio represents 66%
of the Bank s earning assets, and 62% of total assets which is
consistent with last year.
Commercial loans represent 51% of total loans and have remained
at that level throughout the past three years. Consumer loan
growth has occurred predominantly in mortgages which increased
to 33% of total loans in 1995 and which represents almost
$65,800,000 in residential mortgage loans. These loan balances
compare to $53,800,000 in residential mortgage loans in 1994 and
$44,000,000 in 1993.
In the commercial portfolio, the greatest industry
concentrations are in the hospitality industry, in real estate
investment and development, and in the fishing industry. This is
a reflection of the Bank s market, the close proximity to Acadia
National Park, and the importance of the fishing industry to the
eastern Maine economy. In the hospitality industry, total loans
have increased from $20,300,000 in 1993 to $24,800,000 in 1994
to $25,500,000 in 1995. The Bank s underwriting process uses
conservative loan to value rations and state and federal
government guarantee programs where appropriate. In real estate
investment and development, total loans have increased from
$11,400,000 in 1993 to $14,300,000 in 1994 and remained at that
level in 1995. In the fishing industry, loans increased from
$8,800,000 in 1993 to $10,000,000 in 1994, and decreased to
$7,500,000 in 1995. The decrease between 1994 and 1995 is
attributable to the paydown of a number of aquaculture loans and
a lower need at year end for Bank support for the lobster
pounding industry. While the groundfishing industry is
experiencing severe problems due to overfishing and attendant
increase in regulation to restore the groundfish populations,
the Bank s portfolio is well diversified within the fishing
industry including fishermen, processors and wholesalers.
PAGE
<PAGE>





Credit concentration, the amount of loans to a single borrower,
has fluctuated over the past three years. On a quarterly basis,
borrowers with aggregate loans over $700,000 are reviewed
because of the size of the relationships. In 1993 these loans
represented 66% of capital; in 1994, 95% of capital and in 1995,
90% of capital. The increase in credit concentrations is a
result of not only extending additional funds to existing
customers, but also bringing in new customers. Of the new larger
credits, over 35% are secured by cash, marketable securities or
government guarantees.

INSERT
Graph entitled EARNING ASSET GROWTH
With LOANS in 1994 at $185,994 and LOANS in 1995 at $201,766;
INVESTMENTS in 1994 at $91,319 and INVESTMENTS in 1995 at
$102,095
END OF GRAPH
PAGE
<PAGE>





In addition to loans carried on the Bank s books, the Bank
originates, services and sells loans in the secondary market. In
1993 loans serviced totaled $53,000,000, in 1994, $59,400,000
and in 1995, $60,300,000. The servicing and sale of these loans
gives the Bank the opportunity to provide a service to its
customers and earnings for the Bank.
Reserves for possible loan losses were increased this year as a
result of increased loan volume. For the past three years the
Bank s reserve for possible loan losses has exceeded 2% of total
loans. On a quarterly basis, the loan portfolio is reviewed to
be sure that there are adequate reserves. In accordance with
FDIC file 34-91, dated 6/18/92, there are reserves set aside for
specific loans, a pool of reserves based on historical charge
offs by loan types and supplementary reserves for economic
conditions, credit concentrations, industry concentrations and
loan policy changes. Management also evaluates loan impairment
quarterly according to FASB 114/118. The provision for loan
losses totaled $960,000 in 1995 and 1994, and $1,080,000 in
1993.

INSERT
BELIEF.
When the Bar Harbor Brewing Company needed financing to expand
their business, they came to commercial lending officer, Stan
MacDonald. Stan believed their microbrewery concept would
succeed and extended a line of credit. In December, 1995, the
company s Cadillac Mountain Stout received the distinguished
Platinum Medal in the World Beer Championship. Stan doesn t take
credit for this success, but he s pleased that a small, Downeast
company he believed in is now running with the best of them.
END OF INSERT

Loans over 90 days past due as a percentage of total loans
increased from 1.87% in 1993 to 2.12% in 1994 and declined to
1.68% in 1995. The increase in 1994 was a result of two large
loans that were resolved favorably in 1995.
On a monthly basis, all loans that become 90 days or more past
due at month end are reviewed for placement on non-accrual. If
the loan is not well secured, and payments are unlikely to be
made to restore the loan to current status in a short time, the
loan is placed on non-accrual status. For each of the past three
years, non-accrual loans have represented 1.7% of the total loan
portfolio. At the end of 1993, non-accrual loans totaled
$2,645,000 with loans past due over 90 days and still accruing a
total of $513,000. At the end of 1994, non-accrual loans were
$3,139,000 with $892,000 past due over 90 days and still
accruing. At the end of 1995, non-accrual loans were $3,360,000
with $849,000 past due over 90 days and still accruing. If
interest had been accruing on non-accrual loans, interest income
on loans would have been $416,000 higher in 1995. Interest
collected on these loans totaled $185,000 in 1995.
On a quarterly basis, all loans that may be over 90 days past
due are reviewed for possible charge off. Collection efforts
PAGE
<PAGE>





continue whether or not the loan is charged off, but if there is
a reasonable doubt about the collectibility of the loan, it is
charged off to ensure that the Bank s assets are not overstated.
If a troubled loan is not well secured, a partial charge-off may
be taken. Gross chargeoffs in 1995 totaling $901,000 were .4% of
total loans, as compared to $579,000 or .3% in 1994 and
$1,181,000 or .7% in 1993. Approximately 28% of the chargeoffs
in 1995 represented loans secured by real estate, and 39%
represented commercial credits. The increase in commercial loan
chargeoffs in 1995 included a charge-down of a large commercial
loan. Recoveries offset losses totaling $97,000, $141,000 and
$265,000 for the years ended 1995, 1994 and 1993, respectively.
When a real estate loan goes to foreclosure and the Bank buys
the property, the property is transferred from the loan
portfolio to the Other Real Estate Owned (OREO) portfolio at its
fair value less estimated selling cost. If the loan balance is
higher than the fair value of the property, the difference is
charged to the allowance for loan losses before the transfer
takes place. Along with using conservative valuations of OREO
properties, reserves are established to allow for sale and
maintenance expenses that can be reasonably forecast.
At the end of 1993, the OREO balance was $869,800 with a reserve
of $53,300, at the end of 1994, $641,500 with a reserve of
$30,500, and at the end of 1995, $469,700 with a reserve of
$26,000.

Investments: The investment portfolio continues to add
liquidity, diversification, and earnings to the Bank s financial
picture. The investment portfolio represents 31% of the Bank s
total assets and 34% of the Bank s earning assets and has
remained at these levels for several years.
As mentioned in the previous section, the Bank s loan portfolio
grew by $15,800,000 in 1995. Loans were partially funded by
principal payments from investments totaling $5,600,000 from the
Bank s mortgage-backed securities. Principal paydowns are
generated from consumers nationwide making their monthly
mortgage payments, as well as refinancing existing mortgages.
Principal paydowns affect the yield on the investment portfolio,
which has dropped an average of 22 basis points during the last
twelve months. With interest rates remaining stable for most of
1995, this drop is less than the average 33 basis point decline
between 1993 and 1994. This interest rate scenario and the
reduction in prepayments made by customers are indicative of the
slowdown in refinancing of mortgages to lower interest rate
instruments.

INSERT
Graph entitled NET INTEREST INCOME (In Thousands)
Net Interest Income is shown in 1993 at 12,000; 1994 at 13,159
and in 1995 at $14,568.
End of INSERT
PAGE
<PAGE>





There were $5,600,000 in principal paydowns from mortgage-backed
securities. The investment portfolio grew by $10,800,000 when
compared to year end 1994 with growth in bonds guaranteed by U.
S. Government agencies and other mortgage backed securities.
Many of the bonds purchased in 1995 represent callable U. S.
Government agencies with longer final maturities which were
placed in the Bank s available for sale portfolio. Interest and
dividends earned on the Bank s investments showed an increase of
$1,064,000 of which $643,000 is attributable to additional
securities purchased in 1995. In comparison, the investment
portfolio s earnings for 1994 increased over 1993 by $480,000
based on increased volume of $12,600,000.
The Bank is currently a party to two interest rate swap
agreements whereby the Bank received fixed rates of interest and
pays variable rates of interest on notional amounts of
$5,000,000 each. This exchange is not a funding transaction, but
a stream of interest payments. In 1995, the net effect of these
interest rate swap agreements was to reduce the Bank s earnings
by $60,700. In 1994 when a third interest rate swap was still in
effect, the net earnings of these interest rate swap agreements
was to add $150,100 to the Bank s income. Additionally, the Bank
has purchased an interest rate floor, where the Bank will
receive interest if the specified index falls below the floor
rate, on a notional amount of $10,000,000. No income has been
recognized to date on this contract. The interest rate risk
factor in the swaps and floor is considered in the overall
interest management strategy of the Bank.
Although the Bank s interest rates on deposits remained stable
throughout 1995, deposits increased by $26,000,000 and the cost
of those deposits, which were primarily certificates of deposit,
increased by $2,400,000. The cost of borrowings increased in
1995 by $588,000, with short term rates rising to meet longer
term rates and flattening the yield curve. In 1994, as interest
rates rose, the Bank s earnings were also affected by the rise
in cost of liabilities. The Bank s interest-bearing liabilities
increased in 1994 by approximately $23,000,000 with interest
paid on these liabilities increasing by $900,000.

Other Operating Income
Two events which took place in 1994 explain the difference in
other operating income when comparing 1994 to 1995. Excluding
those events, which are described below, the operating income
for 1995 grew by $230,000 more than 1994 and is attributable to
income before expenses earned by the Trust Department in 1995
(see below).
In 1994, the Bank chose to sell its holdings in a government
agency bond fund resulting in a principal loss of $388,450. The
fund had initially been purchased in the late 1980's with
additional monies invested in 1993. As interest rates began to
rise, the fund began to shorten its maturities, thus reducing
the yield. Management believed it prudent to sell the
securities, absorb the losses, and reinvest the proceeds in
short term higher earning securities and protect its remaining
PAGE
<PAGE>





principal by selling the entire holding. No security gains or
losses were incurred in 1993. Excluding the loss taken on the
bond fund in 1994, which was held in the Bank s available for
sale portfolio, the Bank experienced a modest increase of
$248,000 in non-interest income when comparing 1994 to 1993. Of
this increase, $232,000 was realized from the sale of rental
property in Bar Harbor which had been fully depreciated for many
years.
The closing and selling of 425 mortgages in 1993 and servicing
more than 700 loans sold to the secondary market added $600,000
to the Bank s earnings. With fewer secondary market loans
originated in 1994 and 1995, the comparable income generated was
$411,000 and $394,000 respectively. Although fewer loans are
being originated, the Bank services and received income from 840
loans which have been sold.

TRUST

The Bank s Trust Department s total revenues before expenses
grew to $1,931,000 compared to $1,675,000 recorded in 1994. A
portion of this increase is attributable to more than
$32,000,000 in new business acquired in 1995.

OTHER OPERATING EXPENSES
In 1995, the Bank began developing several major projects,
involving facilities and technology. In order to best engineer
these changes, the Bank sought the services of a consulting firm
to review existing procedures, seeking greater efficiencies
while maintaining quality customer service. Funds spent on this
project in 1995 totaled $187,000. Additionally in 1995, the
Trust Department elected to increase its offerings by adding a
tax preparation service for its customers. The cost of this
service was offset in the Trust Department s earnings for 1995.
Salaries and benefits for 1995, including incentive payments,
were actually $27,000 lower than 1994. In 1994, salaries and
benefits were 8% higher than in 1993. The year ended 1994 also
included incentives made to employees who had been with the Bank
for more than one year, and included the implementation of a
supplemental retirement plan for certain members of management.
The Bank s decision in 1993 to fully amortize the remaining
portion of goodwill incurred with the acquisition of two
branches from Key Bank in 1990 had the effect of increasing
other operating expenses by $1, 182,762. This decision was
prompted by the realization that growth in these branches was
going to be slower than originally anticipated, and by the
Bank s desire to state overall bank value in the balance sheet
more clearly. Future benefit will be derived from ongoing
operations and growth of these branches.

PAGE
<PAGE>





NET EARNINGS
Net earnings for the Bank of $5,878,647 were very strong. This
represents an increase of almost 20% over the Bank s earnings
for 1994 which reached $4,914,151 or an 8% increase over 1993's
earnings before management s decision regarding two non-
operating issues as discussed below. The increase in 1995 is
attributable primarily to the successful management of interest
rates and increased volumes in the Bank s balance sheet.
Additionally, the continuous efforts of the Bank s Trust
Department added to the Bank s performance. The Bank s earnings
translate into a return on average equity of 18.97%, compared to
17.93% in 1994, an earnings per share increase from $2.87 to
$3.43 and a return on average assets of 1.89% for 1995 compared
to 1.75% for 1994.
In 1993, the Bank earned $4,527,948 before electing to fully
amortize the goodwill intangible asset incurred with the 1990
purchase of two branches. Additionally in 1993, the Financial
Accounting Standards Board (FASB) issued Statement no 106,
entitled  Employer s Accounting for Postretirement Benefits
Other than Pensions . The Bank chose to recognize the liability
for health care and life insurance benefits accrued immediately
as a one-time charge. These accounting entries reduced 1993's
net earnings by $2,022,256 to $2,505,692. Comparing 1994's
earnings to 1993's earnings before these reductions, the Bank
had gained 8.5% in net earnings over 1993 and stockholders 
equity had grown $1,700,000 or 6.7%.

INSERT
Graph entitled NET INCOME (In Thousands)
Graph shows 1993 Net Income of $4,528, 1994 Net Income of $4,914
and 1995 Net Income of $5,879.
End of Graph INSERT

LIQUIDITY
A primary function of asset/liability management includes
assuring adequate liquidity that reflects the ability of the
Bank to meet the cash flow requirements of its customers without
significant loss to the Bank.
Liquidity comes from five sources in the balance sheet
The Bank s Investment Portfolio
Deposits
Borrowings
Loan Repayments
Profits
Liquidity is needed to fund increased loan demand and to cover
the seasonal outflow of deposits during the winter months. The
Bank s investment portfolio not only provides liquidity, but
also diversification in managed assets. The Bank maintains
adequate liquidity without having to sell portions of its
investment portfolio by pledging portions of its portfolio as
collateral for borrowings. The December 31, 1995 investment
summary indicates a net unrealized gain of $972,000 on the
Bank s held to maturity portfolio. The Bank s portfolio which is
PAGE
<PAGE>





available for sale has an unrealized gain of $96,000 as of
December 31, 1995. The portion of the Bank s portfolio which is
taxable has an average yield of 7.12%, which is above comparable
yields for securities with similar terms. At year end the Bank s
large mortgage backed security portfolio had a net unrealized
gain of $179,000. This is a dramatic increase in market value
when compared to year-end 1994, when the mortgage backed
securities were priced below cost by more than $3,250,000 and is
due to interest rates having fluctuated and dropped during the
year. Although premiums were paid on portions of the mortgage
backed securities, many of those pools were seasoned at the time
of purchase and have not prepaid as fast as expected. The
mortgage backed securities portfolio has an average life of 3.9
years, an average duration of 2.0 years and is yielding an
average of 6.19%, again more favorable than comparable
securities with similar average lives in the current market.
Deposits represent the Bank s primary source of funds. In 1995,
total deposits increased by $26,000,000 or 11.5% over 1994.
Changes in the Bank s market and the local economy in general
were reflected in the liability mix and growth during 1995. As
interest rates flattened this year, depositors sought higher
yields through the purchase of certificates of deposit. Four
separate campaigns for certificates of deposits were promoted
during 1995, three of which were offered for terms of less than
one year. The shorter offerings were indicative of the Bank s
posture that long term interest rates were continuing, although
slowly, downward. Time deposits of $100,000 or more totaling
$14,000,000 in 1995 remain a small portion of the Bank s deposit
base. Bar Harbor Banking and Trust Company does not purchase
brokered deposits.
Traditionally, the Bank has relied on such sources as cash on
hand, loan repayments, investment maturities and principal
paydowns on mortgage backed securities to fund liquidity needs.
Over the past five years, the Bank has expanded its sources to
include advances available through the Federal Home Loan Bank of
Boston, as well as repurchase agreements secured through several
wholesale firms. Through the above options, additional funds
available to the Bank at December 31, 1995 totaled $55,000,000;
however, the Bank does not intend to borrow funds to its maximum
availability. These funds have been used, in accordance with
asset/liability objectives of the Bank, to purchase investment
securities and to fund deposit outflow.

INSERT
TRUST
Geddes W. Simpson, Jr., Vice President and Trust Officer, tells
of one of his elderly customers who is blind, has no family, and
relies on Geddes to pay her bills, taxes, file medical claims,
and do the annual financial review required by the Home in which
she lives. Trust is the basis for their relationship. It is
reaffirmed every time Geddes hears his customer s grateful
 Thank you for taking care of me -- a phrase he has heard
regularly for the past 15 years.
END OF INSERT PAGE
<PAGE>





The Bank s primary approach to measuring liquidity is utilizing
a Basic Surplus/Deficit model. It is used to calculate liquidity
over a 30-day and a 90-day time horizon, by examining the
relationship between liquid assets and short term liabilities
which are vulnerable to non-replacement within a 30-day period.
The 90-day analysis extends to include a projection of
subsequent cash flow funding needs over an additional 60-day
horizon. The Bank s minimum policy level of liquidity under this
model is 5% of total assets for both time horizons. At December
31, 1994, the 30-day and 90-day ratios were 8.5% and 6.1%
respectively. As of December 31, 1995 the ratios are 17.6% and
14.5% respectively. The increase in liquid funds from year end
1994 to year end 1995 respond to the reduction of approximately
$18,000,000 of repurchase agreements held by the Trust
Department with the Bank, thereby reducing the amount of Bank
securities required to be held as collateral. These funds were
replaced by deposits and borrowings through the Federal Home
Loan Bank of Boston.
Asset/liability management has the role of maintaining a balance
between interest-sensitive earning assets and interest-bearing
liabilities. Effective management of interest rate risk can
protect the Bank against adverse changes in interest rates and
can enhance the Bank s interest margins and earnings through
periods of changing interest rates. In times of rising interest
rates, Bar Harbor Banking and Trust Company will maximize
earnings if more loans and/or investments are subject to rate
changes than interest bearing liabilities. As interest rates
rise, the Bank monitors its rate sensitivity seeking to ensure
that both assets and liabilities respond to changes in interest
rates to minimize the effect of those changes on net interest
income. As of December 31, 1995, Bar Harbor Banking and Trust
Company had $174,000,000 in assets and $171,000,000 in
liabilities that were repricable within one year. Management
continues to watch economic trends with respect to interest
rates. With interest rates remaining flat in 1995 and with the
expectations of lowering slightly in 1996, the Bank is well
situated with assets and liabilities repricing concurrently.
Loan repayments and maturing investments are set forth in the
statements of Cash Flows. Profits, the final source of
liquidity, also are detailed on the preceding pages.

CAPITAL RESOURCES
Regulatory standards for bank capital adequacy require that
capital be at least 8% of risk adjusted assets. Bar Harbor
Banking and Trust Company s total capital ratio of 17% far
exceeds the guidelines. In dollars, this means that the Bank has
the ability to pay dividends subject to the minimum capital
requirement.
Bar Harbor Banking and Trust Company had a very profitable year
in 1995. Stockholders  equity at December 31, 1995 increased by
$4,480,000.
Dividends of $1,473,700 were declared on the Company s common
stock and represented a 16% increase over 1994, represented a
PAGE
<PAGE>





25.1% dividend payout ratio and contributed to a total return to
shareholders of 73%. This total return was, in part, due to a
five-for-one stock split which was declared by the Board of
Directors of the Company on July 11, 1995 and took effect on
August 7, 1995.
A strong capital position, which is vital to the continued
profitability of the Bank, also promotes customer confidence and
provides a solid foundation for future growth. Continued growth
in stockholders  equity has been achieved through reinvested
earnings.
There are no known trends, events or uncertainties nor any
recommendations by any regulatory authority that are reasonably
likely to have a material effect on the Company s liquidity,
capital resources or operating results.

INSERT
HUMOR
A newspaperman and long time customer of our bank once published
an article expressing his distaste for the crowd control ropes
in his local Bar Harbor Banking and Trust Company office. Some
time later, our branch manager found a unique way to patch up
the relationship. The office staff lugged the ropes to the
newspaperman s home and placed them in his front yard on the eve
on his annual New Year s Eve party. Needless to say, when he
greeted his guests from behind the ropes, he had a smile on his
face.
END OF INSERT

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
Effective January 1, 1995, the Bank adopted FASB Statement No.
114,  Accounting by Creditors for Impairment of a Loan  as
amended by Statement No. 118. A loan is impaired when it is
probable that the bank will not collect all amounts due
according to the contractual terms of the loan agreement.
Impaired loans are loans that are carried on a non-accrual
status. Loans are returned to accrual status and are no longer
considered to be impaired when they become current as to
principal and interest or demonstrate a period of performance
under the contractual terms, and in management s opinion are
fully collectible. Certain loans are exempt from the provisions
including large groups of smaller balance homogenous loans that
are collectively evaluated for impairment, such as consumer and
residential mortgage loans. Impaired loans totaled $1,665,000 at
December 31, 1995.
The Bank plans to implement FASB Statement No. 122  Accounting
for Mortgage Servicing Rights  effective January 1, 1996 and
estimates that adoption of the standard will not have a material
negative impact on the Bank s net income or retained earnings.
PAGE
<PAGE>





IMPACT OF INFLATION AND CHANGING PRICES
The Consolidated Financial Statements and related notes,
presented elsewhere herein, have been prepared in accordance
with generally accepted accounting principles. These principles
require the measurement of financial position and operating
results in terms of historical dollars without considering
changes in the relative purchasing power of money over time due
to inflation.
Unlike many industrial companies, substantially all of the
assets and virtually all of the liabilities of Bar Harbor
Banking and Trust Company are monetary in nature. As a result,
interest rates have a more significant impact on Bar Harbor
Banking and Trust Company s performance than the general level
of inflation. Over short periods of time, interest rates may not
necessarily move in the same direction or in the same magnitude
as inflation.

MARKET FOR COMMON STOCK
Bar Harbor Bankshares is not listed on any national exchange.
High and low bids for each quarter of 1995 and 1994 are listed
below (per quotes from Paine, Webber, Inc.). These prices have
been restated to reflect the five-for-one stock split declared
in July of 1995.
<TABLE>
<CAPTION>
<S>               <C>                      <C>
QUARTER                       1995                  1994
1st               17.00 to 16.40          15.20 to 15.20
2nd               20.00 to 17.00          16.00 to 15.20
3rd               25.50 to 20.00          16.00 to 16.00
4th               28.00 to 25.50          16.40 to 16.00
</TABLE>
As of January 1, 1996, there were 974 holders of record of Bar
Harbor Bankshares common stock.
Semiannual dividends paid by the Company in 1995 and 1994 are
set forth below:

[CAPTION]
<TABLE>

<S>                       <C>             <C>
                          1995            1994
June                      $0.36           $0.30
December                  $0.50           $0.44
</TABLE>

PAGE
<PAGE>





                  Independent Auditors  Report


The Board of Directors and Stockholders
Bar Harbor Bankshares

We have audited the accompanying consolidated statements of
financial condition of Bar Harbor Bankshares and Subsidiary as
of December 31, 1995 and 1994, and the related consolidated
statements of earnings, changes in stockholders  equity, and
cash flows for each of the three years in the period ended
December 31, 1995. These financial statements are the
responsibility of the Company s management. Our responsibility
is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Bar Harbor Bankshares and Subsidiary as of
December 31, 1995 and 1994, and the consolidated results of
their operations and their cash flows for each of the three
years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles.

As discussed in Notes 1 and 2 to the financial statements, the
Company changed its method of accounting for investments during
the year ended December 31, 1994. As discussed in Notes 9 and 12
to the financial statements, the Company changed its methods of
accounting for income taxes and post-retirement benefits other
than pensions during the year ended December 31, 1993.

/s/ Berry, Dunn, McNeil & Parker

Portland, Maine
January 17, 1996

PAGE
<PAGE>





              Bar Harbor Bankshares and Subsidiary
<TABLE>
         CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                   December 31, 1995 AND 1994

<CAPTION>
ASSETS                                     1995        1994
<S>                                   <C>          <C>
Cash and Due from Banks               $ 8,759,797  $  9,714,713
Federal Funds Sold                      3,800,000             0
Investment Securities
  Securities Available for Sale,
     at Market                         19,885,555     6,238,887
  Securtities held to Maturity 
    (Market value $83,180,706 in
    1995 and $81,560,278 in 1994)       82,209,062   85,080,071
Total Investment Securities            102,094,617   91,318,958
Loans Held for Sale                         68,326      255,958
Loans                                  201,765,717  185,993,806
  Allowance for Possible Loan Losses    (4,047,883)  
(3,891,835)
Net Loans                              197,717,834  182,101,971
Premises and Equipment                   6,219,569    5,566,224
Other Assets                             7,948,556    7,729,626
Total Assets                          $326,608,699 $296,687,450

LIABILITIES AND STOCKHOLDERS  EQUITY
LIABILITIES
Deposits
  Demand Deposits                     $ 32,394,610 $ 30,124,536
  NOW Accounts                          38,300,119   37,951,497
  Savings Deposits                      53,660,526   61,981,439
  Time, $100,000 and Over               14,005,187    7,977,495
  Other Time                           113,110,959   87,509,593
Total Deposits                         251,471,401  225,544,560

Securities Sold Under 
  Repurchase Agreements                  5,791,193   13,947,903
Advances from Federal Home Loan Bank    32,700,000   25,000,000
Other Liabilities                        3,403,281    3,434,203
Total Liabilities                      293,365,875  267,926,666

Commitments and Contingent Liabilities (Note 14)
STOCKHOLDERS  EQUITY
Capital Stock, Par Value $2,
  Authorized 10,000,000 Shares;
  Issued 1,813,605 in 1995 and
    1,809,835 in 1994                    3,627,210    3,619,670
Surplus                                  7,368,695    7,314,408
Retained Earnings                       23,523,626   19,118,679
  Net Unrealized Appreciation on
    Securities Available for Sale;
    Net of Tax of $32,606 in 1995
    and $24,742 in 1994                     63,293       48,027<PAGE>





  Less: Cost of 100,000 Shares
    of Treasury Stock                   (1,340,000)  
(1,340,000)
Total Stockholders  Equity              33,242,824   28,760,784
TOTAL LIABILITIES AND
   STOCKHOLDERS  EQUITY               $326,608,699 $296,687,450
<FN>

<F1> The accompanying notes are an integral part of these
consolidated financial statements.
</TABLE>

PAGE
<PAGE>





              Bar Harbor Bankshares and Subsidiary
<TABLE>
<CAPTION>
               CONSOLIDATED STATEMENTS OF EARNINGS
          Years Ended December 31, 1995, 1994 and 1993


                                                1995       1994      1993
<S>                                                             <C>            <C>            <C>
Interest and Dividend Income
Interest and Fees on Loans                                      $19,298,629    $16,006,536    $14,549,586
Interest on Money Market Funds and Fed Funds Sold                   124,242         48,457         19,987
U.S. Treasury Securities                                            158,824        306,668        443,204
Obligations of Other U.S. Government Agencies                     4,112,431      3,496,230      3,255,224
Obligations of States and Political Subdivisions                    852,051        828,998        861,642
Other Bonds                                                       1,227,894        721,364        498,523
Equity Securities                                                   377,916        387,337        227,223
Total Interest and Dividends                                     26,151,987     21,795,590     19,855,389

Interest Expense
Deposits                                                          8,428,119      6,067,731      5,644,149
Short-term Borrowings                                             2,175,597      1,608,404        863,368
Long-term Borrowings                                                 20,677               0       268,134
   Total Interest Expense                                        10,624,393      7,676,135      6,775,651
   Net Interest Income                                           15,527,594     14,119,455     13,079,738
Provision for Loan Losses                                           960,000        960,000      1,080,000
   Net Interest Income After Provision for Loan Losses           14,567,594     13,159,455     11,999,738

Other Operating Income
Trust Department Income                                           1,931,500      1,675,043      1,598,591
Service Charges on Deposit Accounts                                 788,778        776,468        723,947
Other Service Charges, Commissions and Fees                       1,628,729      1,640,019      1,754,269
Other Operating Income                                               49,301        286,529         76,048
Net Securities Losses                                                     0       (365,769)             0
                                                                  4,398,308      4,012,290      4,152,855

Other Operating Expenses
Salaries and Employee Benefits                                    5,333,183      5,360,227      4,964,247
Occupancy Expense                                                   621,627        585,068        517,486
Furniture and Equipment Expense                                     737,057        709,619        673,391
Other Operating Expense                                           3,779,408      3,506,680      4,801,777
                                                                 10,471,275     10,161,594     10,956,901
Earnings Before Income Taxes and Cumulative Effect of
   Change in Accounting                                           8,494,627      7,010,151     5,195,692
Income Taxes                                                      2,615,980      2,096,000     1,631,800
Earnings Before Cum. Effect of Change in Accounting              5,878,647       4,914,151     3,563,892
Cumulative Effect of Change in Accounting for Postretirement
   Benefits, Net of Income Tax Benefit                                   0               0     (1,058,200)
Net Earnings                                                    $ 5,878,647    $ 4,914,151    $ 2,505,692

Per Common Share Data,
   Restated for Five-for-One Stock Split in 1995
<S>                                                                     <C>            <C>           <C>
Earnings Before Cumulative Effect of Change in Accounting               $3.43          $2.87         $2.09<PAGE>





Cumulative Effect of Change in Accounting for Postretirement
   Benefits, Net of Income Tax Benefit                                  $0.00          $0.00         ($0.62)
Net Earnings                                                            $3.43          $2.87         $1.47
Cash Dividends Declared                                                 $0.86          $0.74         $0.62
<S>                                                                  <C>             <C>          <C>
Weighted Average Number of Common Shares Outstanding                 1,713,449       1,709,695    1,707,175
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.

PAGE
<PAGE>





              Bar Harbor Bankshares and Subsidiary
<TABLE>
<CAPTION>
   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS  EQUITY
          Years Ended December 31, 1995, 1994 and 1993
<S>                             <C>           <C>         <C>          <C>           <C>            <C>
                                                                                  Net
                                                                                  Unrealized
                                                                                  Appreciation
                                                                                  On Securities  Net
                             Capital                   Retained     Treasury      Available    Stockholders 
                             Stock         Surplus     Earnings     Stock         for Sale       Equity

Balance, December 31, 1992   $3,611,640    $7,264,020  $14,022,621  $(1,340,000)          $0     $23,558,281

Net Earnings 1993                                        2,505,692                                 2,505,692
Cash Dividends Declared                                 (1,058,507)                               (1,058,507)
Increase in Net Unrealized Loss on
   Marketable Equity Securities                                                      (37,566)        (37,566)
Sale of Stock
   (1,450 shares)                 2,900        16,530                                                 19,430
Balance, December, 31, 1993  $3,614,540    $7,280,550  $15,469,806  $(1,340,000)   $ (37,566)    $24,987,330

Net Earnings 1994                                        4,914,151                                 4,914,151
Cumulative Effect to Record
   Appreciation on Securities
   Available for Sale                                                                      0                0
Cash Dividends Declared                                 (1,265,278)                               (1,265,278)
Net Unrealized Appreciation on
   Securities Available for Sale,
   Net of Tax of $24,742                                                              85,593          85,593
Sale of Stock (2,565 shares)                    5,130      33,858                                     38,988
Balance December 31, 1994    $3,619,670    $7,314,408  $19,118,679  $(1,340,000)  $   48,027     $28,760,784

Net Earnings 1995                                        5,878,647                                 5,878,647
Cash Dividends Declared                                 (1,473,700)                               (1,473,700)
Net Unrealized Appreciate on
   Securities Available for Sale,
   Net of Tax of $7,864                                                               15,266          15,266
Sale of Stock (3,770 shares)     7,540         54,287            0            0            0          61,827
Balance December 31, 1995    $3,627,210    $7,368,695  $23,523,626  $(1,340,000)   $  63,293     $33,242,824
</TABLE>
The accompanying notes are an integral part of these consolidated 
financial statements.

PAGE
<PAGE>





              Bar Harbor Bankshares and Subsidiary
<TABLE>
<CAPTION>
              CONSOLIDATED STATEMENTS OF CASH FLOWS
          Years Ended December 31, 1995, 1994 and 1993

<S>                                                         <C>              <C>              <C>
                                                               1995             1994           1993
Cash Flows from Operating Activities:
Net Income                                                  $ 5,878,647      $ 4,914,151      $ 2,505,692
Adjustments to Reconcile Net Earnings to Net Cash
   Provided by Operating Activities:
   Depreciation                                                 588,147          543,366          538,420
   Revaluation of Intangible Asset                                    0                0        1,182,762
   Provision for Loan Losses                                    960,000          960,000        1,080,000
   Provision for Losses on Other Real Estate Owned               19,056            1,800           42,765
   New Loans Originated for Sale                             (7,827,560)     (12,700,930)     (33,859,407)
   Proceeds from Sale of Mortgages Held for Sale              8,038,770       12,744,005       33,970,810
   Gain on Sale of Mortgages Originated for Sale                (23,578)         (43,075)        (111,403)
   Net Securities Losses                                              0          365,769                0
   Net Amortization of Bond Premium                              196,043         406,605          425,064
   (Gain) Loss on Sale of Premises and Equipment                  86,530        (229,508)           2,687
   Cumulative Effect of Change in Accounting for Postretirement
      Benefits other than Pensions, Net of Tax Benefit                 0               0        1,058,200
   Net Change in Other Assets                                    (70,199)        462,664         (595,930)
   Net Change in Other Liabilities                               (25,575)      1,010,626         (101,956)
Net Cash Provided by Operating Activities                      7,820,281       8,435,473        6,137,704

Cash Flows from Investing Activities:
Purchases of Securities Held to Maturity                    (27,026,440)     (31,384,542)     (16,917,951)
Proceeds from Maturity and Principal Paydowns of
   Securities held to Maturity                               10,319,569       13,602,117       21,549,649
Proceeds from Call of Securities Held to Maturity            13,750,000       4,320,599           500,000
Purchases of Securities Available for Sale                   (8,053,880)      (3,509,100)      (3,889,300)
Proceeds from  Maturity and Principal Paydowns of
   Securities Available for Sale                                 62,180           72,337                0
Proceeds from Sale of Securities Available for Sale                   0       3,596,827           969,980
Purchase of Life Insurance Policy                                     0       (1,875,000)               0
Purchase of Interest Rate Floor                                                  (72,000)               0
Net Loans Made to Customers                                 (16,756,863)     (22,702,049)     (17,831,461)
Capital Expenditures                                         (1,345,140)        (479,871)        (457,258)
Proceeds from Sale of Fixed Assets                               17,118          245,289            3,417
Net Cash used in Investing Activities                       (29,033,456)     (38,185,393)     (16,072,924)

Cash Flows from Financing Activities:
Net Change in Savings, NOW and Demand Deposits               (5,702,217)      (1,497,239)       5,180,496
Net Changes in Time Deposits                                 31,629,058       23,518,682        2,619,226
Net Change in Repurchase Agreements                          (8,156,710)       9,535,109         (556,558)
Proceeds from Federal Home Loan Bank                         27,400,000       24,000,000        4,000,000
Repayment of Advances from Federal Home Loan Bank           (24,000,000)     (32,000,000)      (7,000,000)
Net Changes in Short Term Other Borrowed Funds                4,300,000       11,000,000        3,000,000
Proceeds from sale of Capital Stock                              61,828           38,988           19,430
Payments of Dividends                                        (1,473,700)      (1,265,278)      (1,058,507)
Net Cash Provided by Financing Activities                    24,058,259       33,330,262        6,204,087<PAGE>





Net Increase (Decrease) in Cash and Cash Equivalents          2,845,084        3,580,342       (3,731,133)
Cash and Cash Equivalents at Beginning of Year                9,714,713        6,134,371        9,865,504
Cash and Cash Equivalents at End of Year                    $12,559,797      $ 9,714,713      $ 6,134,371

Supplemental Disclosures of Cash Flow Information:
Cash Paid During Year for:
   Interest                                                 $10,529,084      $ 8,283,462      $ 7,248,565
   Income Taxes, Net of Refunds                             $ 2,596,679      $ 1,908,954      $ 2,346,431
Non-Cash Transactions:
   Transfer from Loans to Real Estate Owned (other Assets)   $  187,832      $   434,381      $   664,716
   Transfer of Securities from Held to Maturity to
      Available for Sale                                     $5,578,826            N/a              N/a
</TABLE>
The accompanying notes are an integral part of these consolidated 
financial statements.
PAGE
<PAGE>





              Bar Harbor Bankshares and Subsidiary
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                December 31, 1995, 1994 and 1993

1.  Summary of Significant Accounting Policies
Business
Bar Harbor Banking and Trust Company provides a full range of
banking services to individual and corporate customers
throughout north coastal Maine. These banking services are
available in each of its ten branch locations. The Bank is
subject to the regulations of certain federal agencies and
undergoes periodic examination by those regulatory authorities.

Basis of Financial Statement Presentation
The financial statements have been prepared in conformity with
generally accepted accounting principles. In preparing the
financial statements, management is required to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities
as of the date of the balance sheet and revenues and expenses
for the period. Actual results could differ significantly from
those estimates. Material estimates that are particularly
susceptible to significant change in the near term relate to the
determination of the allowance for loss losses and the valuation
of real estate acquired in connection with foreclosures or in
satisfaction of loans. In connection with the determination of
the allowances for loan losses and real estate owned, management
obtains independent appraisals for significant properties. A
substantial portion of the Bank s loans are secured by real
estate in north coastal Maine. In addition, all of the real
estate acquired through foreclosure is located in those same
markets. Accordingly, the ultimate collectibility of a
substantial portion of the Bank s loan portfolio and the
recovery of the carrying amount on real estate acquired through
foreclosure are susceptible to changes in market conditions in
north coastal Maine.

Principles of Consolidation
The accompanying consolidated financial statements include the
accounts of Bar Harbor Bankshares and its wholly-owned
subsidiary, Bar Harbor Banking and Trust Company. Bar Harbor
Baking and Trust Company has a wholly-owned subsidiary. Mt.
Desert Block Company, which leases premises to the Bank. All
significant intercompany balances and transactions have been
eliminated in the accompanying consolidated financial
statements.

Investment Securities
Effective January 1, 1994, the Company adopted Statement of
Financial Accounting Standard (SFAS) No. 115. The Company s
investment in securities are classified in two categories and
accounted for as follows:
Securities Available for Sale: Securities available for sale
PAGE
<PAGE>





consist of certain securities to be held for indefinite periods
of time which are reported at fair value with unrealized gains
and losses reported as a separate component of stockholders 
equity, net of tax effect. Gains and losses on the sale of
securities available for sale are determined using the specific-
identification method and are shown separately in the statement
of earnings.
Securities to be Held to Maturity: Debt securities for which the
Bank has the positive intent and ability to hold to maturity are
reported at cost, adjusted for amortization of premiums and
accretion of discounts which are recognized in interest income
using the interest method over the period of maturity.
It is management s policy to acquire securities for long-term
investment purposes, rather than to acquire such securities for
purposes of trading. For this reason, the Bank has not
classified any of its securities as trading.

INSERT
COMMITMENT

A sure sign of commitment to a relationship is the willingness
to go the extra mile. Mikey Bannister, Ellsworth Manager, is a
case in point. A customer gave her name to a man who wanted to
build a summer house in the area. Mikey visited him where he was
staying to discuss construction financing and fill out a
mortgage application. The customer expressed amazement that she
would make a  house call  to do business with him--particularly
since she was on vacation at the time! Not a bad way to begin a
relationship.
END OF INSERT

PAGE
<PAGE>





ALLOWANCE FOR LOAN LOSSES
The allowance for loan losses is established through a provision
for loan losses charged to operations. Loan losses are charged
against the allowance when management believes that the
collectibility of the loan principal is unlikely. Recoveries on
loans previously charged off are credited to the allowance.
The allowance is an amount that management believes will be
adequate to absorb possible loan losses based on evaluation of
their collectibility and prior loss experience. The evaluation
takes into consideration such factors as changes in the nature
and volume of the portfolio, overall portfolio quality, specific
problem loans, and current anticipated economic conditions that
may affect the borrower s ability to pay.
Management believes that the allowance for loan losses is
adequate. While management uses available information to
recognize losses on loans, changing economic conditions and the
economic prospects of the borrowers may necessitate future
additions to the allowance. In addition, various regulatory
agencies, as an integral part of their examination process,
periodically review the Bank s allowance for loan losses. Such
agencies may require the Bank to recognize additions to the
allowance based on their judgements about information available
to them at the time of their examination.
Effective January 1, 1995, the Bank adopted FASB Statement No.
114,  Accounting by Creditors for Impairment of a Loan,  as
amended by Statement No. 118. A loan is impaired when it is
probable that the bank will not collect all amounts due
according to the contractual terms of the loan agreement.
Impaired loans are generally those which are included in non-
accrual loans, although not all non-accrual loans are impaired.
Loans are returned to accrual status and are no longer
considered to be impaired when they become current as to
principal and interest or demonstrate a period of performance
under the contractual terms, and in management s opinion are
fully collectible. Certain loans are exempt from the provisions
including large groups of smaller balance homogenous loans that
are collectively evaluated for impairment, such as consumer and
residential mortgage loans.

PREMISES AND EQUIPMENT
Premises and equipment and related improvements are stated at
cost less accumulated depreciation. Depreciation is computed by
the straight-line and accelerated methods over the estimated
useful lives of the related assets. Repairs and maintenance
charges are expensed as incurred.

LOANS HELD FOR SALE
Loans held for sale are individual consumer residential loans
which qualify for sale in the secondary market to Freddie Mac.
These loans are closed and immediately sold without recourse to
Freddie Mac, with the Bank retaining loan servicing on said
loans. The Bank does not pool mortgages for sale. Because loans
are sold immediately, the cost is considered to approximate
market value. PAGE
<PAGE>





The Bank plans to implement FASB Statement No. 122,  Accounting
for Mortgage Servicing Rights  effective January 1, 1996 and
estimates that adoption of the standard will not have a material
negative impact on the Bank s net income or retained earnings.

INSERT
CARING
A Perry woman visited our Lubec office looking for a mortgage to
buy a mobile home. She had been turned down by several other
banks who were not interested in her explanation of a poor
credit rating. Betty Case, Lubec Branch Manager, took the time
to listen. A horror story of bureaucratic mistakes and
misapplied payments unfolded. We provided the mortgage, the
woman bought her mobile home, and thanked us for caring with a
large bouquet of flowers. Today, she has three accounts with us
and has referred other customers from her area to us.

END OF INSERT
PAGE
<PAGE>





OTHER REAL ESTATE (ORE)
Real estate acquired in satisfaction of a loan is reported in
other assets. Properties acquired by foreclosure or deed in lieu
of foreclosure are transferred to ORE and recorded at the lower
of cost or fair market value less estimated costs to sell based
on appraised value at the date actually or constructively
received. Loan losses arising from the acquisition of such
property are charged against the allowance for loan losses. ORE
is stated at the lower of cost or market. An allowance for
losses on ORE is maintained for subsequent valuation adjustments
on a specific property basis.

INTANGIBLE ASSETS
The reassessment of the carrying amount of goodwill, incurred
with the acquisition of two branches from Key Bank in May of
1990, resulted in the Bank s decision to fully amortize the
goodwill premium in 1993. The Bank has been monitoring the value
of the premium paid and the original anticipated 15-year life of
the goodwill since acquisition. The Bank determined, based on
the branches  performance since acquisition, that the goodwill
associated with the acquisition had no future value.
Previously goodwill and the core deposit intangible were
amortized over a 15-year life. This change had the effect of
increasing other operating expense by $1,183,000 and reducing
net income by approximately $964,000 ($0.56 per share) in 1993.

INSERT
RESPECT.
Dan Rodgers is a high school senior from Corea with his heart
set on being a fisherman. He s pulled traps from a skiff since
the age of 10 and is now the proud owner of a new Jason 25
lobster boat which Bar Harbor Banking and Trust Company helped
him finance. Although only 18, we respected Dan s experience,
his ability to turn a dollar, and his fierce determination to
pursue his chosen career. We ll nurture this new relationship,
and hope to earn Dan s respect in return.
END OF INSERT

INCOME TAXES
Income taxes are provided on a consolidated basis in accordance
with the comprehensive income tax allocation method, which
recognizes the tax effects of all income and expense
transactions in each year s consolidated statements of earnings
regardless of the year the transactions are reported for tax
purposes.

ACCRUAL OF INTEREST INCOME AND EXPENSE
Interest on loans and investment securities is accrued and
credited to income based on the principal amount of loans and
investment securities outstanding. Interest expense on
liabilities is derived by applying applicable interest rates to
principal amounts outstanding. The recording of interest income
on problem loan accounts is discontinued when collectibility
PAGE
<PAGE>





within a reasonable period of time becomes doubtful. Interest
income on impaired loans is reported on a cash basis when
received.

FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The Bank uses off-balance sheet financial instrument as part of
it s asset/liability management activities. The Bank does not
intend to sell any of these instruments.
Interest rate exchange agreements (swaps) are accounted for
using the accrual method. Net interest income (expense)
resulting from the differential between exchanging floating and
fixed-rate interest payments is recorded on a current basis.
Interest rate floors are contracts in which a floor is
established at a specified rate and period of time. The premium
paid for the contract is amortized over its life. Any cash
payments received are recorded as an adjustment to net interest
income.

LOAN FEES AND COSTS
Loan origination fees and certain direct loan origination costs
are deferred and recognized in interest income as an adjustment
to the loan yield over the life of the related loans. The Bank
amortizes these amounts using a method that approximates the
effective yield. The unamortized net deferred fees and costs are
included on the balance sheet with the related loan balances.

STATEMENTS OF CASH FLOWS
For purposes of the statement of cash flows, the Bank considers
cash on hand, amounts due from banks, and federal funds
purchased and sold for one-day periods as cash and cash
equivalents.

EARNINGS PER SHARE
Earnings per share is calculated by dividing net income by the
number of weighted average shares outstanding for the year.
There are no common stock equivalents.
PAGE
<PAGE>





FAIR VALUE DISCLOSURES
The following methods and assumptions were used by the bank is
estimating its fair market value disclosures for financial
instruments:
Cash and Cash Equivalents: The carrying amounts reported in the
balance sheet for cash and cash equivalents approximate their
fair values.
Investment Securities (including mortgage-backed securities):
Fair values for investment securities are based on quoted market
prices, where available. If quoted market prices are not
available, fair values are based on quoted market prices of
comparable instruments.
Loans Receivable: Fair values are estimated for portfolios of
loans with similar financial characteristics. Loans are
segregated by type such as commercial, commercial real estate,
residential mortgage, credit card, and other consumer. Each loan
category is also segmented into fixed and variable rate interest
terms and by performing and non-performing categories.
Fair value of all performing loans is calculated by discounting
scheduled cash flows through the estimated maturity using
estimated discount market rates. These rates are based on
independent market indices adjusted for administrative costs and
credit risk. Estimated maturity is based on the weighted average
of the portfolio. Real estate and installment maturities are
adjusted for estimates of prepayment rates, with high interest,
longer term loans prepaying at a more rapid rate.
Fair value for non-performing loans is determined on an
individual basis, taking into account management s plans
regarding potential time to resolution and subsequent sale of
collateral and the borrower s plan for the continuance of
principal and interest payments along with the potential of the
borrower to rebuild equity in the loan collateral.
Off-Balance Sheet Instruments: The Bank s off-balance sheet
instruments include interest rate swaps, floors and loan
commitments. Fair values for interest rate swaps and floors are
based on quoted market prices. Fair values for loan commitments
have not been presented as the future revenue derived from such
financial instruments is not significant.
Deposits: The fair value of demand deposits, savings accounts,
and certain money market deposits is the amount payable on
demand. The fair value of fixed maturity certificates of deposit
is estimated using the rates currently offered in the Bank s
market for deposits of similar remaining maturities.
Borrowings: The carrying amounts of federal funds purchased,
borrowings under repurchase agreements, and other short term
borrowings are estimated using discounted cash flow and analyses
based on the Bank s current incremental borrowing rates for
similar types of borrowing arrangements.
The fair values of the Bank s long-term borrowings (other than
deposits) are estimated using discounted cash flow analyses,
based on quoted market prices.
Accrued interest: The carrying amounts of accrued interest
approximate their fair values.
PAGE
<PAGE>





INSERT
INTEGRITY.
Jenene Schneider, Branch Manager of our Milbridge Office, was
processing a mortgage for four of her customers. One couple was
selling, one way buying. The sellers were going to use a portion
of the proceeds to renovate a new house, but didn t need it
immediately. Rather than simply hand them a check, Jenene
suggested they invest in a short term CD and earn interest until
they needed the money. Result: a relationship strengthened by
one banker s integrity.
END OF INSERT
PAGE
<PAGE>





2. INVESTMENT SECURITIES
On January 1, 1994, the Company adopted Statement of Financial
Accounting Standards (SFAS)115, which requires that available
for sale securities be recorded at fair value. At January 1,
1994 there was no cumulative effect from the change in
accounting principle because certain securities had been
recorded at lower of cost or market as of December 31, 1993.
Unrealized appreciation of available for sale investments in
1994 and 1995 resulted in adjustments of $85,593 and $15,266
respectively, net of income taxes, to stockholders  equity. On
December 31, 1995, the Bank made a one-time transfer of
securities at market value totaling $5,578,826 in accordance
with the Financial Accounting Standards Board implementation
guidance issued in November of 1995. These securities are
government sponsored mortgage backed securities which have put
options. In order for the Bank to exercise its right to put
these securities, they were transferred to the available for
sale portion of the investment portfolio. This transfer resulted
in an unrealized loss of $52,530.
The amortized cost of investment securities and their
approximate market values at December 31, 1995 and 1994 follows:

1995
<TABLE>
<CAPTION>
<S>                                          <C>            <C>              <C>           <C>
                                                            Gross            Gross         Estimated
                                             Amortized      Unrealized        Unrealized   Market
                                             Cost           Gains            Losses        Value
HELD TO MATURITY:
U.S. Treasury Obligations                    $ 1,000,470    $   20,155       $      0      $ 1,020,625
Obligations of other U.S.
   Gov t Agencies                             13,278,651       124,108              0       13,402,759
Mortgage Backed Securities--
   U.S. Gov t Agencies                        42,764,250       501,793        253,174       43,012,869
Mortgage Backed Securities--
   Other                                       8,210,646        43,805        60,941         8,193,510
Obligations of States of the
   U.S. and Political Subdivisions
   Thereof                                    13,240,946       535,379          4,850       13,771,475
Other Bonds                                   3,714,099         65,369              0        3,779,468
TOTAL SECURITIES HELD FOR
   INVESTMENT                                $82,209,062    $1,290,609       $318,965      $83,180,706

AVAILABLE FOR SALE:
Obligations of other U. S. Gov t
   Agencies                                  $ 7,996,732    $   36,030       $  2,840      $ 8,029,922
Mortgage Backed Securities--U.S.
   Gov t Agencies                             5,631,356              0         52,530        5,578,826
Other Bonds                                     500,000              0              0          500,000
Marketable Equity Securities                  5,421,086         25,215              0        5,446,301
Other Investments                               240,483         90,023              0          330,506

TOTAL SECURITIES AVAILABLE FOR SALE          $19,789,657    $  151,268       $ 55,370      $19,885,555<PAGE>





1994
                                                            Gross            Gross         Estimated
                                             Amortized      Unrealized        Unrealized   Market
                                             Cost           Gains            Losses        Value
HELD TO MATURITY:
U.S. Treasury Obligations                    $ 3,007,997    $   17,628       $          0  $ 3,025,625
Obligations of other U.S.
   Gov t Agencies                             13,322,895         6,614           397,106    12,932,403
Mortgage Backed Securities--
   U.S. Gov t Agencies                        46,739,125        24,227         2,941,186    43,822,166
Mortgage Backed Securities--
   Other                                      4,086,750              0           336,101    3,750,649
Obligations of States of the
   U.S. and Political Subdivisions
   Thereof                                    14,401,790       307,361           96,191     14,612,960
Other Bonds                                    3,521,514           240          105,279      3,416,475
TOTAL SECURITIES HELD FOR
   INVESTMENT                                $85,080,071    $ 356,070        $3,875,863    $81,560,278

AVAILABLE FOR SALE:
Marketable Equity Securities                 $ 5,921,086    $ 25,215         $   12,500    $ 5,933,801
Other Investments                                245,032      60,054                  0        305,086

Total Securities Available For Sale          $ 6,166,118    $ 85,269         $   12,500    $ 6,238,887

</TABLE>

At December 31, 1995, the amortized cost and estimated market value of
securities held to maturity and those securities available for sale with a
contractual maturity are shown below. Expected maturities will differ from
contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.

SECURITIES HELD TO MATURITY

<TABLE>
<CAPTION>
<S>                                       <C>               <C>
                                                            Estimated
                                          Amortized Cost    Market Value
Due in one year or less                   $ 3,950,188       $ 4,004,323
Due after one year through five years      20,358,853        20,921,108
Due after five years through ten years      4,981,125         5,104,896
Due after ten years                         1,944,000         1,944,000

                                           31,234,166        31,974,327

Mortgage Backed Securities                 50,974,896        51,206,379

                                          $82,209,062       $83,180,706
</TABLE>
PAGE
<PAGE>





SECURITIES AVAILABLE FOR SALE
<TABLE>
<CAPTION>
<S>                                       <C>               <C>
                                                            Estimated
                                          Amortized Cost    Market Value
Due in one year or less                   $    500,000      $    500,000
Due after one year through five years                0                 0
Due after five years through ten years       7,996,732         8,029,922
Due after ten years                                  0                 0

                                          $  8,496,732      $  8,529,922

Mortgage-Backed Securities                   5,631,356         5,578,826
                                          $ 14,128,088      $ 14,108,748
</TABLE>

Proceeds from the sale and maturities of investments, gross realized gains
and gross realized losses were as follows:

                 Sale of Called Securities Held to Maturity
<TABLE>
<CAPTION>
<S>                      <C>              <C>               <C>
                         Proceeds         Gains             Losses
1995                     $13,750,000         ---               ---
1994                     $ 4,313,099      $   7,500            ---
1993                     $   937,500         ---               ---

<CAPTION>
                    Sale of Securities Available for Sale
<S>                      <C>              <C>               <C>
                         Proceeds         Gains             Losses
1995                        ---              ---               ---
1994                     $ 3,596,827         ---            $ 388,450
</TABLE>

U.S. Government securities having a carrying value of approximately
$14,200,000 at December 31, 1995 and $22,000,000 at December 31, 1994 are
pledged to secure certain deposits and for other purposes as required by
law. Market values for these securities at December 31, 1995 and 1994 were
$14,300,000 and $21,000,000 respectively.
INSERT
FLEXIBILITY.
Flexibility is a key ingredient in being a good customer service
representative. Becky Beatrice of our Deer Isle office has been one of our
best for 22 years. One day a long time customer with whom she d built a
relationship called. The customer was convinced that someone had stolen her
pocketbook, and she asked Becky to alert the Sheriff s Department for her.
After a thorough investigation, the  stolen  pocketbook was discovered
hanging under the customer s overcoat behind her front door. Another mystery
solved, another grateful customer.
END OF INSERT
PAGE
<PAGE>





3. LOANS
The following table shows the composition of the Bank s loan portfolio as of
December 31, 1995 and 1994:
<TABLE>
<CAPTION>
<S>                                       <C>               <C>
                                          1995              1994
Commercial Loans:
Real Estate -- Variable Rate              $ 51,418,512      $ 51,062,865
Real Estate -- Fixed Rate                    6,799,363         5,858,869
Other -- Variable                           31,189,164        30,210,005
Other                                       13,292,822        13,165,210

                                           102,699,861       100,296,949
Tax Exempt:
Variable Rate                                  848,796           991,986
Fixed Rate                                   2,568,115         3,151,945

                                             3,416,911         4,143,931
Consumer:
Real Estate -- Variable Rate                38,210,273        32,331,791
Real Estate -- Fixed Rate                   27,569,246        21,498,405
Home Equity                                 13,003,486        12,902,114
Installment                                 11,080,331        10,262,016
Other                                        5,501,279         4,829,866

                                            95,364,615        81,824,192

Real Estate Under Foreclosure                  793,887           148,838
Deferred Origination Fees, Net                (509,557)         (420,104)

                                          $201,765,717      $185,993,806
</TABLE>

At December 31, 1995 and 1994 loans on non-accrual status totaled $3,360,000
and $3,139,000, respectively. Interest income not recognized on non-accruing
loans was $416,342, $367,553 and $391,452 in 1995, 1994 and 1993,
respectively. In addition to loans on non-accrual status at December 31,
1995 and 1994, the Bank had loans past due greater than 90 days totaling
$849,127, and $891,986, respectively. The Bank continues to accrue interest
on these loans because it believes collection of the interest due is
reasonably assured.
PAGE
<PAGE>





The Bank makes single-family and multi-family residential loans, commercial
real estate loans, commercial loans, and a variety of consumer loans. The
Bank s lending activities are conducted in north coastal Maine. Because of
the Bank s proximity to Acadia National Park, a large part of the economic
activity in the area is generated from the hospitality business associated
with tourism. At December 31, 1995, approximately $25,500,000 of loans were
made to companies in the hospitality industry. Loans to real estate
investors and developers totaled $14,100,000 in 1995. The other
concentrations by type of borrower essentially remained constant. The loan
portfolio at December 31, 1995 and 1994 consisted of 62% and 64%
respectively, of variable rate loans.
From the standpoint of large loans to single borrowers, loans of $700,000 or
more to one borrower decreased as a percentage of capital from 95% in 1994
to 90% in 1995. As most loans granted by the Bank are collateralized by real
estate, the ability of the Bank s borrowers to repay is dependent on the
level of economic activity and the level of real estate values in the Bank s
market areas.

ALLOWANCE FOR LOAN LOSSES
Changes in the allowance for loan losses for each of the three years ended
December 31 were as follows:
<TABLE>
<CAPTION>
<S><C                               <C>             <C>          <C>
                                 1995            1994         1993
Balance, Beginning of Year       $3,891,835      $3,369,387   $3,205,868
Provision for Loan Losses           960,000         960,000    1,080,000
Balance Before Loan Losses        4,851,835       4,329,387    4,285,868
Loans Charged Off                   900,845         578,776    1,181,380
Less Recoveries on Loans
Previously Charged Off               96,893         141,224      264,899
Net Loans Charged Off               803,952         487,552      916,481

Balance, End of Year             $4,047,883      $3,891,835   $3,369,387
</TABLE>
Information regarding impaired loans is as follows for December 31, 1995:
<TABLE>
<CAPTION>
<S>                                                       <C>
                                                          1995
Average investments in impaired loans                     $1,629,596
Interest Income recognized on impaired loans including
interest income recognized on cash basis                  $   76,260
Interest income recognized on impaired loans on 
cash basis                                                $   76,260
Balance of impaired loans                                 $1,664,678
Less portion for which no allowance for 
loan losses is allowed                                    $        0
Portion of impaired loan balance for which an
allowance for credit losses is allocated                  $1,664,678
Portion of allowance for loan losses allocated to 
the impaired loan balance                                 $  156,576
</TABLE>
PAGE
<PAGE>





5.  LOANS TO RELATED PARTIES
In the ordinary course of business, the Bank has granted loans to certain
officers and directors and the companies with which they are associated. All
such loans and commitments to lend were made under terms that are consistent
with the Bank s normal lending policies.
Loans to related parties at December 31, 1995 and 1994 which in aggregate
exceed $60,000 were as follows:
<TABLE>
<CAPTION>
<S>                                          <C>             <C>
                                          1995            1994
Beginning Balance                         $ 3,409,868     $ 3,482,587
New Loans                                     349,935         862,194
Less: Repayments                              480,324         934,913

ENDING BALANCE                            $ 3,279,479     $ 3,409,868
</TABLE>

INSERT
HELPING.
How easy would it have been for Dick Burgess to say,  I m sorry, you ll have
to wait till Monday?  Here s what happened. One of Dick s commercial
customers in the Machias area was trying to make a purchase by check on a
Sunday, and the store owner was hesitant to accept the check. The customer
called Dick at home; Dick spoke with the store owner and assured him that
the check would be fine Not a big deal? It was to Dick s customer.
END OF INSERT

6. PREMISES AND EQUIPMENT
The detail of bank premises and equipment is as follows:
<TABLE>
<CAPTION>
<S>                                       <C>             <C>
                                          1995            1994
Land                                      $   519,136     $   519,136
Buildings and Improvements                  6,655,925       6,097,184
Furniture and Equipment                     2,365,744       2,060,176
                                            9,540,805       8,676,496
Less:
Accumulated Depreciation                    3,321,236       3,110,272
                                          $ 6,219,569     $ 5,566,224
</TABLE>
7.  OTHER REAL ESTATE
The following table summarizes the composition of other real estate
owned, which is included in the other assets:
PAGE
<PAGE>





<TABLE>
<CAPTION>
                                          December 31,
<S>                                 <C>               <C>
                                    1995              1994
Real Estate Properties and
 Other Assets
Acquired in Settlement of Loans     $   469,652       $   641,540
Less: Allowance for Losses               26,000            30,486
                                    $   443,652       $   611,054
</TABLE>
Changes in the allowance for other real estate for each of the three 
years ended December 31 were as follows:
<TABLE>
<CAPTION>
<S>                                 <C>           <C>         <C>
                                    1995          1994        1993
Balance, beginning of year          $ 30,486      $ 53,286    $ 127,894
Provision charged to income           19,056         1,800       42,765
Losses charged to provision           23,542        24,600      117,373
BALANCE END OF YEAR                 $ 26,000      $ 30,486    $  53,286 
</TABLE>

8.  BORROWINGS FROM THE FEDERAL HOME LOAN BANK (FHLB)
A summary of borrowings from the FHLB is as follows:


<TABLE>
<CAPTION>
<S>                                  <C>                    <C>
   Total                              Range of
Principal                            Interest Rates         Maturity
                                     December 31, 1995
$26,700,000                          5.70% to 5.92%            1996
  6,000,000                          5.59% to 5.78%            1997
$32,700,000

                                     December 31, 1994
$25,000,000                          4.77% to 6.01%             1995
</TABLE>

In addition to the above outstanding borrowings, other FHLB funds available
to the Bank at December 31, 1995 totaled approximately $40,000,000. Pursuant
to collateral agreements with the FHLB, advances are collateralized by all
stock in the FHLB and qualifying first mortgage loans.
PAGE
<PAGE>





9.  INCOME TAXES
The current and deferred components of income tax expense were as follows:
<TABLE>
<CAPTION>
<S>                              <C>            <C>            <C>
                                 1995           1994           1993
Current
   Federal                       $ 2,474,000    $ 2,327,200    $ 1,846,200
   State                              85,400         74,000         63,300
                                   2,559,400      2,401,200      1,909,500 
Deferred                              56,580       (305,200)      (277,700)

                                 $ 2,615,980    $ 2,096,000    $ 1,631,800
</TABLE>

The actual tax expense differs from the expected tax expense computed by
applying the applicable U.S. Federal corporate income tax rate to earnings
before income taxes as follows:

<TABLE>
<CAPTION>
<S>                              <C>            <C>            <C>
                                 1995           1994           1993
Computed Tax Expense             $ 2,888,200    $ 2,383,500    $ 1,766,500
Increase (Reduction) in Income
   Taxes resulting from:
   Tax-Exempt Interest              (329,300)      (330,900)      (354,000)
   Revaluation of Good Will                0              0        195,300
   State Taxes, Net of Federal 
     Benefit                          56,400         48,800         42,000
   Other                                 680         (5,400)       (18,000)
                                 $ 2,615,980    $ 2,096,000    $ 1,631,800
</TABLE>
PAGE
<PAGE>





In 1993, the Company adopted SFAS 109,  Accounting for Income Taxes . The
cumulative effect of the new accounting principle was not material. The tax
effect of temporary differences that give rise to the deferred income tax
assets and liabilities are as follows:

<TABLE>
<CAPTION>
<S>                                            <C>             <C>            <C>           <C>
                                                       1995                           1994
                                               Asset           Liability      Asset         Liability
Allowance for possible losses on loans
   And other real estate owned                 $1,237,700                     $1,218,400
Deferred loan origination fees                    102,700                        142,800
Deferred compensation                             256,400                        241,300
Core deposit intangible asset                     105,800                        126,700
Postretirement benefit obligation                 636,000                        632,800
Unrealized appreciation on securities
   Available for sale                                          $   32,600                   $   24,700
Depreciation                                                      106,300                      101,700
Other                                              87,300          58,800         72,400

                                               $2,425,900      $197,700       $2,434,400    $  126,400

</TABLE>
As of December 31, 1995 and 1994, the deferred income tax asset amounted to
$2,228,200 and $2,308,000, respectively, and is included in other assets on
the balance sheet. The federal tax expense from the unrealized appreciation
on securities available for sale resulted in an increase of $24,700 and
$32,600 to the deferred tax liability in 1994 and 1995 respectively. The
federal tax benefit from the cumulative effect of the change in accounting
for post-retirement benefits other than pensions resulted in an increase of
$553,500 to the deferred tax asset in 1993. No valuation allowance for
deferred tax assets was required at December 31, 1995.

10.  STOCKHOLDERS  EQUITY
On July 11, 1995, The Board of Directors declared a five-for-one stock split
to all shareholders of record as of that date and which took effect on
August 7, 1995. All share and per share data included in this annual report
have been restated to reflect the stock split.
Bar Harbor Bankshares  subsidiary, Bar Harbor Banking and Trust Company, has
the ability to pay dividends to the parent subject to the minimum regulatory
capital requirements. At December 31, 1995 the amount available for
dividends was approximately $19,000,000.
The Bank is required to maintain minimum amounts of capital to total  risk-
weighted  assets, as defined by banking regulators. At December 31, 1995,
the Bank is required to have minimum Tier I and Total Capital ratios of 4%
and 8% respectively.

PAGE
<PAGE>





The following table shows the Bank s risk-based capital ratios at December
31, 1995:

<TABLE>
<CAPTION>
<S>                                                        <C>
Risk-Based Capital
Capital Components:
   Tier I Capital:
     Common Stockholders  Equity                           $ 33,338,723
   Tier II Capital:
     Allowance for Loan Losses
     (limited to 1.25% of Risk-Based Assets)                  2,642,312
Total Capital                                              $ 35,981,035

Risk-Based Assets                                          $211,384,925

Capital Ratios:
   Tier I Capital                                               15.77%
   Tier II Capital                                               1.25%
Total Capital                                                   17.02%
</TABLE>

INSERT
INGENUITY.
Retailer, Deborah Lucy, wanted to open a retail shop in Southwest Harbor, Mi
Casa es Su Casa and the McSean Candy Store, for the 1995 summer season. She
needed financing, and time was of the essence. We explored the lending
options and after considerable head-scratching recommended a low cost,
reduced paperwork loan under the Small Business Administration LowDoc
program. A new relationship was begun, thanks to the can-do attitude and
ingenuity of our Southwest Harbor Branch Manager, Jack Gibbons.
END OF INSERT

11.  EMPLOYEE BENEFIT PLANS
Effective August 31, 1993, the Board of Directors ratified the termination
of the Company s noncontributory defined benefit pension plan, which covered
all eligible employees. At December 31, 1993, the plan s projected benefit
obligation was essentially equivalent to the plan s net assets available for
benefits of approximately $2,140,000 and such assets were invested in U.S.
Government obligations and cash equivalents. The settlement of the vested
benefit obligation by the purchase of nonparticipating annuity contracts
for, or the lump sum payments to, each covered employee was completed in
1994 upon receipt of certain regulatory approvals. The Company recognized no
curtailment gain or loss in 1993 as a result of the plan termination and no
gain or loss was recognized when the plan s benefit obligation was settled
in 1994.
In 1993, the Company established a non-qualified supplemental retirement
plan for certain officers. The agreement provides supplemental retirement
benefits payable in installments over twenty years upon retirement or death.
The Company recognized the costs associated with the agreements over the
service lives of the participating officers. For 1995, 1994 and 1993, the
expense of the supplemental plan was $98,273, $368,898 and $181,416,
respectively.<PAGE>





401(k) PLAN
The Bank has a contributory 401(k) plan available to full-time employees.
Employees may contribute between 1% and 15% of their compensation, to which
the Bank will match 25% of the first 6% contributed. For the years ended
December 31, 1995, 1994 and 1993, the Bank contributed $46,637, 42,590, and
$37,195, respectively. In 1994, the Bank established a non-contributory plan
in place of the Bank s contribution to the former defined benefit plan. The
Board of Directors voted to credit each eligible participant s 401(k)
account with 3% of 1995 and 1994 salary. The total contribution made for the
non-contributory plan was $122,486 and $113,432 for the years ended December
31, 1995 and 1994 respectively.

RESTRICTED STOCK PURCHASE PLAN
In 1995 and 1994, the Bank provided a restricted stock purchase plan through
which each employee may purchase up to 100 shares of Bar Harbor Bankshares
stock at the current fair market price as of a date determined by the Board
of Directors. These shares may be purchased through direct purchase or
through the employee s 401(k) accounts.
At December 31, 1995, employees exercised their right topurchase 4,632
shares at $28.00 per share, with the actual purchase transpiring in January
of 1996.
At December 31, 1995, employees exercised their right to purchase 3,770
shares at $16.40 per share, with the actual purchase transpiring in January
of 1995.

12.  POST RETIREMENT BENEFITS
On January 1, 1993, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 106  Employers  Accounting of
Postretirement Benefits Other Than Pensions.  This statement requires
accrual of the cost of providing postretirement benefits, including medical
and life insurance coverage during the active service period of the
employee.
The Company elected in 1993 to immediately recognize the accumulated
postretirement benefit obligation of $1,628,000. The account change resulted
in a one-time charge to the earnings of $1,058,200, net of taxes of
$569,800, or $0.62 per share. The adoption of SFAS No. 106 resulted in a
pretax charge to 1993 earnings of $166,200 ($0.10 per share) to reflect the
annual expense for postretirement benefits on an accrual basis.
Net periodic postretirement benefit cost included the following components:

<TABLE>
<CAPTION>
<S>                                       <C>         <C>         <C>
                                          1995        1994        1993
Service Costs of Benefits Earned          $ 17,326    $ 38,200    $ 38,200
Interest Cost on accumulated Post-
   Retirement Benefit Obligation           99,693      128,000     128,000
Amortization                              (48,198)           0           0
Net Periodic Postretirement 
   Benefit Cost                           $68,821     $166,200    $166,200
</TABLE>
It is the Company s policy to fund the cost of postretirement health care
and life insurance plans as claims and premiums are paid.
PAGE
<PAGE>





The accrued postretirement benefit cost recognized in the Company s balance
sheet at December 31, 1995 and 1994 was as follows:

<TABLE>
<CAPTION>
<S>                                       <C>                <C>
                                          1995               1994
Retirees                                  $   595,000        $   603,000
Fully Eligible Active Plan Participants       511,000            473,000
Other Active Participants                     231,000            198,000
Accumulated Postretirement Benefit
   Obligations (APBO)                       1,337,000          1,274,000
Unamortized gains                             531,000            579,000

Accrued Postretirement Benefit Cost       $ 1,868,000        $ 1,853,000
</TABLE>

The accumulated postretirement benefit obligation was determined using an
8.0% weighted average discount rate and an assumed compensation increase of
6.0%. The health care cost trend rates were assumed to be 12% in 1995,
gradually declining to 6% after 10 years and remaining at that level
thereafter. An increase in the health care trend of 1% would increase the
APBO by approximately $100,000 and the net period cost by $10,000.

13.  OTHER OPERATING EXPENSE
Other operating expense includes the following items greater than 1% of
revenues:
<TABLE>
<CAPTION>
<S>                                  <C>          <C>          <C>
                                     1995         1994         1993
Merchant Credit Card Expenses        $551,835     $ 541,874    $497,306
Financial Services                   $315,020     $110,241     $105,988
</TABLE>

14.  FINANCIAL INSTRUMENTS
The Bank is party to financial instruments with off-balance sheet risk in
the normal course of business to meet the financing needs of its customers
and to reduce its own exposure to fluctuations in interest rates. These
financial instruments include commitments to originate or purchase loans and
standby letters of credit, interest rate swap agreements and an interest
rate floor. Involved in these instruments, to varying degrees, are elements
of credit and interest rate risk in excess of the amount recognized in the
consolidated balance sheet. The contract or notional amounts of those
instruments reflect the extent of the involvement the Bank has in particular
classes of financial instruments.
Commitments to originate loans are agreements to lend to a customer provided
there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination
clauses and may require payment of a fee.  Since many of the commitments are
expected to expire without being drawn upon, the total commitment amounts do
not necessarily represent future cash requirements. The Bank evaluates each
customer s creditworthiness on a case-by-case basis. The amount of
collateral obtained, if deemed necessary by the Bank upon extension of<PAGE>





credit, is based on management s credit evaluation of the borrower.
The Bank s exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit,
standby letters of credit, and financial guarantees written is represented
by the contractual notional amount of those instruments. The Bank uses the
same credit policies in making commitments and conditional obligations as it
does for its balance sheet instruments. For interest rate floors and swap
transactions, the contract or notional amounts do not represent exposure to
credit loss. The Bank controls the credit risk of its interest rate swap
agreements through credit approvals, limits, and monitoring procedures. The
structure of the Bank has entered into is a fixed versus floating interest
rate swap. The Bank receives interest payments at a fixed rate and makes
payments at a variable rate.
The notional or contract amount for financial instruments with off-balance
sheet risk are:
<TABLE>
<CAPTION>
<S><C                                                <C>          <C>
                                                  1995         1994
Commitments to Originate Loans                    $ 18,651,233 $ 18,444,115
Unused Lines and Standby Letters of Credit          23,819,468   17,664,988
Unadvanced Portions of Construction Loans            3,633,545    2,932,554
Interest Rate Swaps                                 10,000,000   15,000,000
Interest Rate Floor                                 10,000,000   10,000,000
</TABLE>

INSERT
LOYALTY.
Members of the Bucklin family of Northeast Harbor have been customers of
ours for generations. The relationship began with Horace Bucklin s personal
account. Later we became the bank for the family construction business. We
are now working with  Hoddy s  grandson, Chuck, who owns and runs C. E.
Bucklin & Sons, Inc. Ours is a strong and enduring relationship held
together by time, friendship and loyalty toward each other.
END OF INSERT

The estimated fair values of the Bank s financial instruments were as
follows:
<TABLE>
<CAPTION>
<S>                                        <C>               <C>           <C>                <C>
                                           December 31, 1995               December 31, 1994
                                           Carrying          Fair          Carrying           Fair
                                           Amount            Value         Amount             Value
FINANCIAL ASSETS:
Cash and Cash equivalents                  $ 12,559,797      $ 12,559,797  $ 9,714,713        $  9,714,713
Securities held to maturity                  82,209,062        83,180,706   85,080,071          81,560,278
Securities available for sale                19,885,555        19,885,555    6,238,887           6,238,887
Loans receivable                            197,717,834       207,840,000   182,101,971        190,024,000

FINANCIAL LIABILITIES:
Deposits                                    251,471,401       251,962,679   225,544,560        225,635,000
Borrowings                                   32,700,000        32,720,324    25,000,000         24,878,000
/TABLE>    <PAGE
<PAGE>





OFF-BALANCE SHEET INSTRUMENTS:
<TABLE>
<CAPTION>
<S>                                        <C>               <C>           <C>                <C>
                                                             December 31, 1995
                                           Notional          Contract      Maturity           Market
                                           Principal         Date          Date               Value
SWAPS                                      $ 5,000,000       May 4, 1993   May 4, 1998        $ (16,392)
                                             5,000,000       May 2, 1994   May 5, 1996            2,504

                                           $10,000,000                                        $ (13,888)
FLOOR                                      $10,000,000       Sept. 3, 1994 June 3, 1999       $ 124,417

                                                             December 31, 1994
SWAPS                                      $ 5,000,000       May 5, 1992   Feb. 5, 1995          ---
                                             5,000,000       May 4, 1993   May 4, 1998        $(414,874)
                                             5,000,000       May 2, 1994   May 5, 1996         (112,884)
                                           $15,000,000                                        $ (527,758)
FLOOR                                      $10,000,000       Sept.3, 1994  June 3, 1999       $    8,765
</TABLE>

15.  PARENT ONLY CONDENSED FINANCIAL STATEMENTS      
The condensed financial statements of Bar Harbor Bankshares as of December
31`, 1995 and 1994 and for each of the three years in the period ended
December 31, 1995 are presented below:

<TABLE>
<CAPTION>
                                     BALANCE SHEETS
                                     December 31, 1995 and 1994
<S>                                              <C>           <C>
                                                 1995          1994
Cash                                             $   575,255   $   427,127
Investment in Subsidiary                          32,667,569    28,333,657
Total Assets                                     $33,242,824   $28,760,784

Stockholders  Equity                             $33,242,824   $28,760,784
</TABLE>

<TABLE>
<CAPTION>
                                   STATEMENTS OF EARNINGS
                      Years Ended December 31, 1995, 1994 and 1993
<S>                                <C>           <C>           <C>
                                   1995          1994          1993
Dividend Income from Subsidiary    $1,560,000    $1,389,000    $1,227,000
Equity in Undistributed Earnings
   Of Subsidiary                    4,318,647     3,525,151     1,278,692
                                   $5,878,647    $4,914,151    $2,505,692
</TABLE>
PAGE
<PAGE>





<TABLE>
<CAPTION>
                                   STATEMENTS OF CASH FLOWS
                      Years Ended December 31, 1995, 1994, and 1993
<S>                                <C>           <C>           <C>
                                   1995          1994          1993

Cash Flows from Operating Activities:
Net Income                         $ 5,878,647   $ 4,914,151   $ 2,505,692
Adjustments to Reconcile Net
 Earnings to Net Cash Provided 
 by Operating Activities:
Equity in Undistributed Earnings
   Of Subsidiary                    (4,318,647)   (3,525,151)   (1,278,692)
Net Cash Provided by Operating
   Activities                        1,560,000     1,389,000     1,227,000
Cash Flows from Financing 
  Activities:
Proceeds from Sale of Stock             61,828        38,988        19,430
Dividends Paid                      (1,473,700)   (1,265,278)   (1,058,507)
Net Cash Used in Financing
   Activities                       (1,411,872)   (1,226,290)   (1,039,077)
Net Increase (Decrease) in Cash        148,128       162,710       187,923
Cash, Beginning of Year                427,127       264,417        76,494
Cash, End of Year                  $   575,255   $   427,127   $   264,417

INSERT
PHOTOGRAPH depicting granite foundation with pier on top.

PAGE
<PAGE>





EMPLOYEES
Gale L. Abbott, Paul G. Ahern, Julie B. Archer, Lynn L. Archer, Beverly A.
Arsenault, June G. Atherton, Cheryl L. Bagley, Debra L. Baker, Michelle R.
Bannister, Wilbur L. Beam, Karen R. Bean, Rebecca J. Beatrice, Marcia T.
Bender, Lorraine M. Benn, Terry D. Bickford, Edwin A. Bonenfant, Charlene M.
Bucklin, Richard A. Burgess, Eleanor B. Butters, Betty L. Case, Karen M.
Chase, Stacey L. Clement, Brenda E. Colwell, Paula S. Colwell, Gregory J.
Corra, Catherine R. Cropley, Timothy J. Cropley, Sylvia B. Cunningham,
Patricia J. Curtis, Gregory W. Dalton, Laura H. Danielson, Charlene G.
Davis, Donna L. Day, Ann DeLill, Margaret A. DeLuca, Richard S. Douglas,
Cheryl L. Dow, Marilyn H. Dow, Kathleen S. Driscoll, Hollie A. Dunbar,
Dwight L. Eaton, Gary N. Eaton, Elizabeth J. Elkins, Rhonda L. Farnsworth,
Robin K. Foskett, Heidi G. Frost, Judith W. Fuller, Faye A. Geel, Mischelle
E. Gehan, John F. Gibbons, Jr., Anne C. Gibson, Sheldon F. Goldthwait, Jr.,
John B. Gooch, Keith N. Goodrich, Gwendolyn L. Grant, Beth A. Graves,
Marjorie E. Gray, Sharon A. Grindle, Annette J. Guertin, Carla A. Hall,
Kelton I. Hallett, Tracy L. Hallett, Marie E. Hardie, Christine L. Harding,
Barbara W. Harmon, Karen H. Hartt, Marlene S. Haskell, Elizabeth J. Haynes,
Robin L. Hennigan, Barbara F. Hepburn, Kathryn W. Heyner, Jeromette M.
Hicks, Margaret K. Hill, Brenda M. Hitchcock, Katherine R. Hollis, Patricia
A. Howard, E. Ray Huntley, Jane L. Iverson, Kelly M. Jordan, Maureen E.
Kane, Michelle Anne Kelley, Paula M. Lamoureux, Kenneth N. Larrabee, Sandra
J. Lawson, Melanie J. Lehr, Andrea G. Leonard, M. Joseph Marshall, Ann C.
McCafferty, Diane M. McFeat, Tristan J. McKinney, Mary Anne Merchant, Gloria
J. Merrill, Alison E. Miner, Debra S. Mitchell, Jennifer G. Mott, Donna C.
Murley, Bonnie J. Murphy, Dawn B. Nason, Judith L. Newenham, Mary E. Newman,
Brenda H. Norwood, Jane M. Parker, Lisa L. Parsons, Lewis H. Payne, Lori A.
Peakall-Cote, Wendyl J. Pedrone, Carol J. Pelletier, Bonita E. Poitras,
Bonnie A. Poland, Jane A. Ramsdell, Mary C. Ratner, Taffy W. Richardson,
Wanda S. Ring, Debra R. Sanner, Marsha C. Sawyer, Rhonda L. Sawyer, Laura A.
Schaefer, Jenene J. Schneider, Geddes W. Simpson, Jr., Marcia L. Slater,
Lisa L. Smith, Michael E. Smith, Andrea L. Snow, Stephen H. Sprague, Ellen
F. Stanley, Lottie B. Stevens, Wendy S. Stiles, Linda B. Stratton, Brenda G.
Strout, Karen M. Tainter, Rebecca K. Thompson, Charlene H. Tibbetts, Terry
E. Tracy, Wilma H. Turner, Mary Ann Upton, Frances E. Vane, Virginia M.
Vendrell, Nancy J. Warner, Dianne L. Watson, Thomas H. Watson, Cheri R.
Wentworth, Doris E. Williams, Tuesdi J. Woodworth, Felice D. Worcester,
Carolyn A. Wright, Edward P. Wynn, Loretta M. Ziobro

BAR HARBOR BANKSHARES
Chairman of the Board              Robert L. Gilfillan
President                          Sheldon F. Goldthwait, Jr.
Executive Vice President           Lewis H. Payne
Vice President                     Dwight L. Eaton
Treasurer                          Virginia M. Vendrell
Clerk                              Marsha C. Sawyer
PAGE
<PAGE>





BAR HARBOR BANKING AND TRUST COMPANY
MANAGEMENT
President and Chief Executive Officer            Sheldon F. Goldthwait, Jr. *
Executive Vice President                         Lewis H. Payne *
Senior Vice President, Treasurer and
   Chief Financial Officer                       Virginia M. Vendrell *
Vice Presidents:                                 
                                                 Gregory W. Dalton
                                                 Marlene S. Haskell *
                                                 Margaret K. Hill *
                                                 H. Stanley MacDonald
                                                 Marsha C. Sawyer *
                                                 Michael E. Smith
                                                 Stephen H. Sprague
                                                 Felice D. Worcester *
Assistant Vice President                         Andrea G. Leonard
Loan Officer                                     Carla A. Hall
Auditor                                          Kathleen S. Driscoll

TRUST DEPARTMENT
Senior vice President and Trust Officer          Dwight L. Eaton *
Vice President and Trust Investment Officer      Paul G. Ahern
Vice President and Trust Investment Officer      Edwin A. Bonenfant
Vice President and Trust Officer                 Richard S. Douglas
Vice President and Trust Marketing Officer       Anne C. Gibson
Vice President and Trust Officer                 Geddes W. Simpson, Jr.
Trust Officer                                    Faye A. Geel
Trust Operations Officer                         Charlene H. Tibbetts
Employee Benefits Administrator                  Brenda G. Strout
 * Executive Officers
PAGE
<PAGE>





BRANCH MANAGEMENT

BAR HARBOR
Karen M. Chase                        Operations Manager
Timothy J. Cropley                    Technology Operations Manager
Tuesdi J. Woodworth                   Accounting Manager

BLUE HILL
Patricia J. Curtis                    Assistant Vice President
Sharon A. Grindle                     Assistant Manager

DEER ISLE
Linda B. Stratton                     Banking Officer

ELLSWORTH
E. Ray Huntley                        Regional Vice president
Michelle R. Bannister                 Banking Officer

LUBEC
Betty L. Case                         Manager

MACHIAS
Richard A. Burgess                    Vice President
Jane A. Ramsdell                      Manager

MILBRIDGE
Jenene J. Schneider                   Banking Officer
Paula S. Colwell                      Assistant Manager

NORTHEAST HARBOR                      
Charlene M. Bucklin                   Manager

SOUTHWEST HARBOR
John F. Gibbons, Jr.                  Manager
Dianne L. Watson                      Assistant Manager

WINTER HARBOR
Judith L. Newenham                    Manager

INSERT
PHOTOGRAPH OF EXECUTIVE OFFICERS
Caption reads: Executive Officers: (l. To r.) Marsha C. Sawyer, Marlene S.
Haskell, Sheldon F. Goldthwait, Jr., Virginia M. Vendrell, Dwight L. Eaton,
Felice D. Worcester, Lewis H. Payne, Margaret K. Hill
PAGE
<PAGE>





INSERT
PHOTOGRAPH OF BOARD OF DIRECTORS
Caption reads: (Back row, l. To r.) Sheldon F. Goldthwait, Jr., John P.
McCurdy, Jarvis W. Newman, Abner L. Sargent, Peter Dodge, Thomas A. Colwell,
Robert H. Avery, Robert M. Phillips, Dwight L. Eaton and John P. Reeves. 
(Front row, l. To r.) Robert L. Gilfillan, Ruth S. Foster, Frederick F.
Brown, Lawrence L. Dorr, Lynda Z. Tyson, James C. MacLeod and Bernard K.
Cough

BAR HARBOR BANKING AND TRUST COMPANY
BOARD OF DIRECTORS                    
Robert L. Gilfillan --Chairman of the Board       Bar Harbor
Robert H. Avery                                   Bar Harbor
Frederick F. Brown                                Northeast Harbor
Thomas A. Colwell                                 Deer Isle
Bernard K. Cough                                  Bar Harbor
Peter Dodge                                       Blue Hill
Lawrence L. Dorr                                  Machias
Dwight L. Eaton                                   Bar Harbor
Ruth S. Foster                                    Ellsworth
Sheldon F. Goldthwait, Jr.                        Bar Harbor
James C. MacLeod                                  Bar Harbor
John P. McCurdy                                   Lubec
Jarvis W. Newman                                  Southwest Harbor
Robert M. Phillips                                Milbridge
John P. Reeves                                    Bar Harbor
Abner L. Sargent                                  Ellsworth
Lynda Z. Tyson                                    Bar Harbor
PAGE
<PAGE>





MISSION STATEMENT
Bar Harbor Banking and Trust Company is an independent, publicly owned,
community Bank pledged to providing innovative, quality financial services
to the people and businesses of eastern Maine.
We take pride in our commitment to deliver our services person-to-person, in
a professional and efficient manner while producing the maximum benefit for
our customers, employees and shareholders.
We are dedicated to providing a quality environment in which employees are
challenged to uphold our pledge to excellence.
We demonstrate our responsibility as a good corporate citizen through our
support of the communities and people we serve.





ANNUAL MEETING
Bar Harbor Bankshares
Tuesday, October 1, 1996, 11:00 a.m.

The Bank will provide, without charge, upon written request, a copy of Bar
Harbor Bankshares  Annual Report to the Securities and Exchange Commission,
Form 10-K. The Bank will also provide, upon request, Annual Disclosure
Statements for The Bar Harbor Banking and Trust Company as of December 31,
1995.

Please contact:

Marsha C. Sawyer, Clerk
Bar Harbor Bankshares
P O Box 400
Bar Harbor, ME 04609-0400
PAGE
<PAGE>

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                         8759797
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                             3,800,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 19,885,555
<INVESTMENTS-CARRYING>                      82,209,062
<INVESTMENTS-MARKET>                       83,1800,706
<LOANS>                                    201,765,717
<ALLOWANCE>                                (4,047,883)
<TOTAL-ASSETS>                             326,608,699
<DEPOSITS>                                 251,471,401
<SHORT-TERM>                                32,491,193
<LIABILITIES-OTHER>                          9,403,281
<LONG-TERM>                                        000
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                  29,615,614
<TOTAL-LIABILITIES-AND-EQUITY>             326,608,699
<INTEREST-LOAN>                             19,298,629
<INTEREST-INVEST>                            6,729,116
<INTEREST-OTHER>                               124,242
<INTEREST-TOTAL>                            26,151,987
<INTEREST-DEPOSIT>                           8,428,119
<INTEREST-EXPENSE>                          10,624,393
<INTEREST-INCOME-NET>                       15,527,594
<LOAN-LOSSES>                                  960,000
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                             10,471,275
<INCOME-PRETAX>                              8,494,627
<INCOME-PRE-EXTRAORDINARY>                   8,494,627
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 5,878,647
<EPS-PRIMARY>                                     3.43
<EPS-DILUTED>                                     3.43
<YIELD-ACTUAL>                                    8.88
<LOANS-NON>                                  3,360,000
<LOANS-PAST>                                   849,127
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                337,000
<ALLOWANCE-OPEN>                             3,891,835
<CHARGE-OFFS>                                  900,845
<RECOVERIES>                                    96,893
<ALLOWANCE-CLOSE>                            4,047,883
<ALLOWANCE-DOMESTIC>                         4,047,883
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                      1,306,000
        

</TABLE>


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