BAR HARBOR BANKSHARES
10-Q, 1996-05-15
STATE COMMERCIAL BANKS
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                              UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                                  FORM 10-Q


QUARTERLY REPORT PURSUANT TO SECTION 12 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 1996.  
Commission File No. 841105-D

                              BAR HARBOR BANKSHARES


      MAINE                                   01-0393663   
(State or other jurisdiction of         (I.R.S> Employer
incorporation or organization)          Identification No.)

Bar Harbor, Maine                             04609-0400    
(Address of principal executive             (Zip Code)
offices)


Registrant s telephone number, including area code:
    (207) 288-3314    

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            NO



Indicate the number of shares outstanding of each of the
issuer s classes of common stock as of March 31, 1996:

              Common Stock:   1,818,237

PAGE
<PAGE>





                              TABLE OF CONTENTS

<TABLE>
<CAPTION>                                                Page
<S>                                                      <C>
Financial Information
Item I.  Financial Statements
     Consolidated Balance Sheets
    December 31, 1995 and March 31, 1996                  2-3

    Consolidated Statements of Earnings
    Three months ended March 31, 1994, 1995 and 1996      4

    Consolidated Statements of Changes in
    Stockholders  Equity
    Three months ended March 31, 1995 and 1996            5

    Consolidated Statement of Cash Flows
    Three months ended March 31, 1995 and 1996            6-7

    Rate Volume Analysis
    Three months ended March 31, 1995 and 1996            8

    Rate Sensitivity Report
    As of March 31, 1996                                  9

    Notes to Financial Statements                        10-13

Item 2.  Management s Discussion and Analysis of
         Financial Condition and Results of
         Operations                                      14-17

Signature Page                                           18

</TABLE>
PAGE
<PAGE>





        BAR HARBOR BANKSHARES AND SUBSIDIARY
    CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
         MARCH 31, 1996 AND December 31, 1995
<TABLE>
<CAPTION>
<S>                                     <C>          <C>
                                        March 31     December 31
                                            1996            1995

ASSETS
   Cash and Due from Banks           $  7,426,958  $  8,759,797
   Federal Funds Sold                           0     3,800,000
   Investment Securities
       Securities available for sale, 
          at market                    22,147,298    19,885,555
       Securities held to maturity
       (Market Value $83,682,591 in
       1996 and $83,180,706 in 1995)   83,763,010    82,209,062
   Total investment securities        105,910,308   102,094,617
   Loans held for sale                     76,311        68,326
   Gross Loans                        201,426,371   201,765,717
       Allowance for Possible Loan 
          Losses                       (4,168,420)   (4,047,883)
   Net Loans                          197,257,951   197,717,834
   Premises and Equipment               6,217,229     6,219,569
   Other Assets                         8,914,589     7,948,556
TOTAL ASSETS                         $325,803,346  $326,608,699

LIABILITIES AND STOCKHOLDERS  EQUITY
LIABILITIES
   Deposits
       Demand Deposits               $ 28,595,549  $ 32,394,610
       NOW Accounts                    35,849,887    38,300,119
       Savings Deposits                53,223,269    53,660,526
       Time, $100,000 and over         14,754,882    14,005,187 
       Other Time                     113,366,266   113,110,959
   Total Deposits                     245,789,853   251,471,401
   Securities Sold Under Repurchase
       Agreements                       5,326,750     5,791,193
   Advances from Federal Home 
       Loan Bank                       36,091,145    32,700,000
   Other Liabilities                    4,157,040     3,403,281
   Total Liabilities                  291,364,788   293,365,875
   Capital Stock, Par Value $2
       Authorized 10,000,000 shares
       Issued 1,718,237* in 1996
       and 1,813,605* in 1995           3,636,474     3,627,210
   Surplus                              7,489,128     7,368,695
   Retained Earnings                   24,702,230    23,523,626
PAGE
<PAGE>





       Net Unrealized Appreciation on
       Securities available for sale,
       Net of Tax Benefit of $25,383
       in 1996 and tax of $32,606 in
       1995                                (49,274)      63,293
   Less: Cost of 100,000* shares of
       Treasury Stock                   (1,340,000)  (1,340,000)
TOTAL STOCKHOLDERS  EQUITY              34,438,558   33,242,824
TOTAL LIABILITIES AND STOCKHOLDERS 
   EQUITY                            $325,803,346  $326,608,699
</TABLE>
*Number of shares of stock have been restated to reflect a five-
for-one stock split declared July 11, 1995.
The accompanying notes are an integral part of these
consolidated financial statements.
PAGE
<PAGE>





                 BAR HARBOR BANKSHARES AND SUBSIDIARY
                 CONSOLIDATED STATEMENT OF EARNINGS
                                     (Unaudited)
<TABLE>
<CAPTION>
<S>                          <C>         <C>         <C>
                             THREE       THREE       THREE
                             MONTHS      MONTHS      MONTHS
                             ENDING      ENDING      ENDING
                             03/31/96    03/31/95    03/31/94

Interest & Fees on Loans     $5,002,507  $4,413,005  $3,689,232
Interest & Dividends on      
   Investment Securities:
     Taxable Interest Income  1,468,129   1,243,323   1,003,761
     Non-taxable Interest Inc.  195,476     215,370     204,651
     Dividends                   85,498     104,376      54,163
   Federal Funds Sold             5,193      16,074      15,821
TOTAL INTEREST INCOME         6,756,803   5,992,148   4,967,628

Interest on Deposits          2,307,076   1,794,598   1,335,806
Interest on Borrowings          509,942     575,408     343,915
TOTAL INTEREST EXPENSE        2,817,018   2,370,006   1,679,721

Net Interest Income           3,939,785   3,622,142   3,287,097
Provision for Loan Losses       240,000     240,000     240,000
Net Interest Income after
   Provision for Loan Losses  3,699,785   3,382,142   3,047,907
Other Income                  1,001,427     883,606     893,893
Net Security Gains (Losses)           0           0           0
Other Expenses:
   Salaries & Employee Ben.   1,401,822   1,208,523   1,194,640
   Other                      1,109,440   1,173,046   1,059,032
Income Before Income Taxes    2,189,950   1,884,179   1,706,590
Income Tax Expense              667,700     575,870     514,814
NET INCOME                   $1,522,250  $1,308,309  $1,191,776

PER COMMON SHARE DATA, RESTATED
   FOR FIVE-FOR-ONE SPLIT IN 1995:
   BASED ON 1,709,835 SHARES FOR
   1994, 1,713,605 FOR 1995 AND
   1,718,237 SHARES FOR 1996     $0.89       $0.76       $0.70

DIVIDENDS PER SHARE              $0.20       $0.00       $0.00
</TABLE>
The accompanying notes are an integral part of these
consolidated financial statements.

PAGE
<PAGE>





   BAR HARBOR BANKSHARES AND SUBSIDIARY
   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS  EQUITY
   QUARTERS ENDED MARCH 31, 1994, 1995 AND 1996
                             (UNAUDITED)
<TABLE>
<CAPTION>
<S>                     <C>             <C>           <C>            <C>           <C>           <C>
                                                                                   NET UNREA-    NET
                                                                                   LIZED LOSS    STOCK-
                          CAPITAL                     RETAINED       TREASURY      ON EQUITY     HOLDERS 
                          STOCK         SURPLUS       EARNINGS       STOCK         SECURITIES    EQUITY

Balance, 12/31/93         $3,614,540    $7,280,550    $15,469,806    ($1,340,000)   ($37,566)   $24,987,330
Net Earnings                                            1,191,776                                 1,191,776
Cash Dividends Declared                                                                                   0
Net Unrealized Loss
     on Available for    
     Sale Portfolio                                                                 ( 61,753)      ( 61,753)
Transfer to Surplus                                                                                       0
Sale of Stock 
   (2,565* Shares)         5,130            33,858                                                   38,988

Balance, 3/31/94           $3,619,670    $7,314,408   $16,661,582    ($1,340,000)   ($ 99,319)  $26,156,341

Balance, 12/31/94           3,619,670     7,314,408    19,118,678     (1,340,000)      48,027    28,760,783
Net Earnings                                            1,309,309                                 1,308,309
Cumulative effect to record
 appreciate on securities
 available for sale                                                                                      0
Cash Dividends Declared                                                                                  0
Net Unrealized Appreciation
    on Securities Available for
    Sale, Net of Tax of $37,388                                                        24,550        24,550
Sale of Stock (3,770* Shares)     7,540      54,288             0               0            0       61,828
 
Balance, 3/31/95           $3,627,210    $7,368,696   $20,426,987    ($1,340,000)      $72,557  $30,155,470

Balance 12/31/95           $3,627,210    $7,368,695   $23,523,626    ($1,340,000)   $ 63,293    $33,242,824
Net earnings                                            1,522,250                                 1,522,250
Cash dividends declared                                  (343,647)                                 (343,547)
Net unrealized depreciation
 on securities available for sale,
 net of tax benefit of $25,383                                                      (112,566)      (112,566)
Sale of Stock 
   (4,632 shares)               9,264       120,432                                                 129,696

Balance 03/31/96           $3,636,474    $7,489,127   $24,702,229    ($1,340,000)   ($49,273)   $34,438,557

</TABLE>
*Number of shares of stock have been restated to reflect a five-for-one
stock split declared July 11, 1995.
The accompanying notes are an integral part of these consolidated financial
statements.
PAGE
<PAGE>





                BAR HARBOR BANKSHARES AND SUBSIDIARY    
                  CONSOLIDATED STATEMENT OF CASH FLOWS
                        (UNAUDITED)      
<TABLE>
<CAPTION>
<S>                                                                  <C>                 <C>
                                                                     MARCH 31,           MARCH 31
                                                                     1996                1995
CASH FLOWS FROM OPERATING ACTIVITIES:                                                    
    NET INCOME                                                       $ 1,522,250          $1,308,309 
    ADJUSTMENTS TO RECONCILE NET EARNINGS TO                                             
     NET CASH PROVIDED BY OPERATING ACTIVITIES:                                          
         DEPRECIATION                                                    156,802             138,008 
         PROVISION FOR LOAN LOSSES                                       240,000             240,000 
         PROVISION FOR LOSSES ON OTHER REAL ESTATE OWNED                  (2,510)              9,867
         NEW LOANS ORIGINATED FOR SALE                                (2,894,790)           (383,100)
         PROCEEDS FROM SALE OF MORTGAGES HELD FOR SALE                 2,892,941             380,139
         NET SECURITIES GAINS                                                  0                   0
         NET AMORTIZATION OF BOND PREMIUM                                 64,122              50,191 
         NET CHANGE IN OTHER ASSETS                                     (829,220)          ( 668,977)
         NET CHANGE IN OTHER LIABILITIES                                 753,759             295,982 
    NET CASH PROVIDED BY OPERATING ACTIVITIES                          1,897,218           1,368,690 
                                                                     
CASH FLOWS FROM INVESTING ACTIVITIES:                                                    
    PURCHASES OF SECURITIES HELD TO MATURITY                         ( 7,058,576)        (4,698,411)
    PROCEEDS FROM THE MATURITY & PRINCIPAL PAYDOWNS                  
         OF SECURITIES HELD TO MATURITY                                2,007,718          3,392,940 
    PROCEEDS FROM CALL OF SECURITIES HELD TO MATURITY                  3,500,000                  0
    PURCHASES OF SECURITIES AVAILABLE FOR SALE                        (3,001,875)                 0
    PROCEEDS FROM THE MATURITY & PRINCIPAL PAYDOWNS                  
         OF SECURITIES AVAILABLE FOR SALE                                  2,363               4,549 
    PROCEEDS FROM CALL OF SECURITIES AVAILABLE FOR SALE                  500,000                   0
    NET LOANS MADE TO CUSTOMERS                                          143,572         ( 4,537,144)
    CAPITAL EXPENDITURES                                                (154,462)           (227,169)
    NET CASH USED IN INVESTING ACTIVITIES                             (4,061,260)         (6,065,235)
                                                                     
CASH FLOWS FROM FINANCING ACTIVITIES:                                                    
    NET CHANGE IN SAVINGS, NOW AND DEMAND DEPOSITS                    (6,686,550)        (12,825,688)
    NET CHANGE IN TIME DEPOSITS                                        1,005,002           9,815,707
    NET CHANGE IN REPURCHASE AGREEMENTS                                 (464,443)          9,830,919 
    PURCHASE OF ADVANCES FROM FHLB                                     9,000,000           4,000,000
    REPAYMENT OF ADVANCES FROM FHLB                                   (4,000,000)                  0
    NET CHANGE IN OTHER SHORT TERM BORROWED FUNDS                     (1,608,855)         (7,000,000)
    PROCEEDS OF SALE FROM CAPITAL STOCK                                  129,696              61,828
    PAYMENTS OF DIVIDENDS                                               (343,647)                  0
NET CASH PROVIDED BY FINANCING ACTIVITIES                             (2,968,797)          3,882,766 
NET INCREASE IN CASH AND CASH EQUIVALENTS                             (5,132,839)           (813,779)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                        12,559,797           9,714,713 
CASH AND CASH EQUIVALENTS AT END OF QUARTER                          $ 7,426,958          $8,900,934 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    CASH PAID DURING THE YEAR FOR:                                                       
         INTEREST                                                     $2,805,299          $2,342,962 
         INCOME TAXES                                                 $    5,000          $  300,000
PAGE
<PAGE>





NON-CASH TRANSACTIONS:
    TRANSFER FROM LOANS TO REAL ESTATE
       OWNED (OTHER ASSETS)                   $   70,000         $        0
</TABLE>                                             
 NOTE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     
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.

                        YEAR-TO-DATE FIGURES AS OF MARCH 31, 1996
                              COMPARED TO MARCH 31, 1995
                              INCREASES (DECREASES) DUE TO:
<TABLE>
<CAPTION>
<S>                           <C>            <C>                <C>
                              VOLUME         RATE               NET
LOANS                         $  315,043     $  274,459         $  589,502 
TAXABLE SECURITIES            $  226,001     $ ( 20,073)           205,928 
TAX EXEMPT SECURITIES         $  (19,783)    $     (111)           (19,894)
FEDERAL FUNDS SOLD AND                       
  MONEY MARKET FUNDS          $   (9,369)    $   (1,512)           (10,881)
TOTAL EARNING ASSETS          $  511,892     $  252,763         $  764,655 
                              
DEPOSITS                      $  224,289     $  288,189            512,478 
BORROWINGS                    $  (54,199)    $  (11,267)           (65,466)
  TOTAL INTEREST                                                
  BEARING LIABILITIES         $  170,090     $  276,922         $  447,012 
NET CHANGE IN INTEREST        $  341,802       ($ 24,159)       $  317,643 
                              
</TABLE>
   YEAR-TO-DATE FIGURES AS OF MARCH 31, 1995
          COMPARED TO MARCH 31,1 994
         INCREASES (DECREASES) DUE TO:
<TABLE>
<CAPTION>
<S>                           <C>            <C>                <C>
                              VOLUME         RATE               NET
LOANS                         $   531,976    $  191,797         $   723,773
TAXABLE SECURITIES            $   144,754    $  145,021         $   289,775
TAX EXEMPT SECURITIES         $       793    $    9,926         $    10,719
FEDERAL FUNDS SOLD AND                        
  MONEY MARKET FUNDS          $    (6,792)   $    7,045         $       253
TOTAL EARNING ASSETS          $   670,731    $  353,789         $ 1,024,520 
                              
DEPOSITS                      $   179,251    $  279,541         $   458,792
BORROWINGS                    $    29,614    $  201,879         $   231,493 
  TOTAL INTEREST                                                
  BEARING LIABILITIES         $   208,865    $  481,420         $   690,285 
NET CHANGE IN INTEREST        $   461,866    $ (127,631)        $   334,235 
</TABLE> 
PAGE><PAGE>
<PAGE>





               INTEREST RATE SENSITIVITY ANALYSIS
                      AS OF MARCH 31, 1996
                           (UNAUDITED)
                      Amounts in Thousands

The following table sets forth the amounts of interest-earning
assets and interest-bearing liabilities outstanding at March 31
1996 which are anticipated by the Bank, based upon certain
assumptions, to reprice or mature in each of the future time
periods shown.
<TABLE>
<CAPTION>
<S>                               <C>          <C>        <C>           <C>                        
                                               ONE TO     GREATER
                                  TOTAL TO     FIVE       THAN FIVE     
                                  ONE YEAR     YEARS      YEARS         TOTAL

Loans - Fixed Rate                $ 15,914     $ 24,798   $ 17,775      $ 58,487
      - Variable Rate              118,535       19,091      2,129       139,755
Investments                         36,003       49,232     20,676       105,911
Federal Funds Sold                        0           0          0              0       
Interest Rate Swap                    5,000      15,000          0         20,000

Total Earning Assets                175,452     108,121     40,580       324,153

Deposits                            138,956      20,206     86,797       245,959
Repurchase Agreements                 1,793       2,500      1 180         5,473
Borrowings                           24,855      11,236          0        36,091
Interest Rate Swap                   10,000      10,000          0        20,000

Total Sources                       175,604      43,942     87,977       307,523

Net Gap Position                       (152)     64,179    (47,397)        16,630
Cumulative Gap                        ($152)    $64,027    $16,638        $16,630

Rate Sensitive Assets/
<S>                                      <C>      <C>         <C>          <C>
   Rate Sensitive Liabilities          99.91%     246.05      46.13        105.41%
</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 $3,000,000, 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 $34,000,000
are amortized using a 6% rate, which approximates the Bank s
prior experience. PAGE
<PAGE>





             NOTES TO FINANCIAL STATEMENTS DATED MARCH 31, 1996

1.           Summary of interim financial statement adjustments.  
             The accompanying statements reflect all adjustments (all of
which are normal and recurring in nature) which are, in the opinion of
management, necessary to present a fair statement of the results for the
interim periods presented. The financial statements should be read in
conjunction with the Consolidated Financial Statements and related Notes
included in the Bank s 1995 Annual Report.


<TABLE>
<CAPTION>
<S>   <C>                                   <C>            <C>         
                                            March 31, 1996
                                            Carrying       Market
2.    INVESTMENT SECURITIES                 Value          Value
      a.  U.S. Treasury and other
             government agencies            $ 75,826,506   $ 75,106,835
      b.  States of the U.S. and other
             political subdivisions           12,980,603     13,420,943
      c.  Other securities                    17,177,856     17,302,111
      Total Securities                      $105,984,965   $105,829,889

      Securities held to maturity             83,763,010     83,682,591
      Securities available for sale           22,221,955     22,147,298
</TABLE>
      The Bank does not hold any securities for a single issuer which
      exceed 10% of the Bank s stockholders  equity.


<TABLE>
<CAPTION>
<S>   <C>                                   <C>            <C>
                                            March 31,      December 31,
                                            1996           1995
3.    LOANS:
      a.  Commercial, agricultural and
             other loans                    $ 39,606,450   $ 40,190,313
      b.  Real Estate - Construction           7,551,297      8,072,230
      c.  Real Estate - Mortgage             135,498,368    135,862,776
      d.  Installment Loans                  17,846,567      17,640,398
      Total Loans                           $201,502,682   $201,765,717
</TABLE>
PAGE
<PAGE>





4.    CHANGES IN ALLOWANCE FOR POSSIBLE LOAN LOSSES:
<TABLE>
<CAPTION>
<S>                                         <C>            <C>
                                            March 31,      March 31,
                                            1996           1995
Balance, beginning January 1:               $ 4,047,883    $ 3,891,835
Provision charged to income                     240,000        240,000
Recoveries of amounts charged                    29,512         31,964
Losses charged to provision                     148,975        103,501
Balance, ending March 31                    $ 4,168,420    $ 4,060,298
</TABLE>
Information regarding impaired loans is as follows for March 31, 1996:
<TABLE>
<CAPTION>
<S>                                                        <C>
Average investment in impaired loans                       $ 1,366,293
Interest income recognized on impaired loans,
   Including interest income recognized on cash basis           23,594
Interest income recognized on impaired loans on
   Cash basis                                                   23,594
Balance of impaired loans                                      596,754
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                          0
Portion of allowance for loan losses allocated
   To the impaired loan balance                                 91,634
</TABLE>

5.  CHANGES IN ALLOWANCE FOR OTHER REAL ESTATE:
<TABLE>
<CAPTION>
<S>                                       <C>         <C>        <C>
                                          3/31/96     3/31/95    3/31/94
Balance, beginning January 1:             $26,000     $30,486    $53,286
Provision charged to income                (2,510)      9,867          0
Losses charged to provision                     0           0          0
Balance, ending March 31                  $23,490     $40,353    $53,286
</TABLE>

6.  The aggregate dollar amount of loans made to directors, executive
officers or principal holders of equity securities as of March 31, 1996 and
December 31, 1995 respectively were:
<TABLE>
<CAPTION>
<S>                                             <C>           <C>
Aggregate amount, beginning 1/1                 $3,279,479    $3,409,868
New loans                                              133       349,935
Repayments                                           21,035      480,324
Aggregate amount, ending 3/31/96                $3,258,577
Aggregate amount, ending 12/31/95                             $3,279,479
</TABLE>
PAGE
<PAGE>
<PAGE>





7.  OTHER ASSETS:
<TABLE>
<CAPTION>
<S>  <C>                                        <C>           <C>
                                                1996          1995
a: Interest earned but not paid on:
      Loans                                     $1,811,873    $1,471,216
      Investments                                1,180,395     1,008,678
b.    Other Real Estate Owned                      492,234       443,652
</TABLE>

8.    INCOME TAXES:
      The company adopted Financial Accounting Standards No. 109  Accounting
for Income Taxes  effective January 1, 1993. The standard requires adoption
of a liability method of accounting for income taxes. The accounting change
had no effect on the company s net income or retained earnings.

Components of income tax expense for the period ended March 31, 1996 are as
follows:

<TABLE>
<CAPTION>
<S>        <C>                                  <C>
Current
           Federal                              $796,036
           State                                  23,151

           Deferred                             (151,487)
                                                $667,700
</TABLE>

Actual tax expense differs from the expected tax expense computer by
applying the applicable federal corporate income tax rate of 34% is as
follows for the three months ended March 31, 1996:

<TABLE>
<CAPTION>
           <S>                                  <C>
           Computed tax expense                 $ 723,193
           Tax exempt interest                    (72,302)
           Other                                $ 667,700
</TABLE>
PAGE
<PAGE>





At March 31, 1995, items giving rise to the deferred income tax assets and
liabilities, using a tax rate of 34%, are as follows:
<TABLE>
<CAPTION>                                       
<S>                                             <C>           <C>
Allowance for possible losses on loans
   And real estate owned                        $1,264,106
Deferred and accrued employee benefits             900,199
Deferred loan origination fees                      99,241
Security losses not currently deductible                 0
Core deposit intangibles                           101,318
Depreciation                                         6,229
Other                                                8,595
                                                $2,379,687    $        0
</TABLE>

No valuation allowance is deemed necessary for the deferred tax asset.


<TABLE>
<CAPTION>
<S>                                             <C>           <C>
9.  INCOME TAX EXPENSE:                         1996          1995

Federal Income Tax                              $644,549      $549,686
State Income Tax                                  23,151        26,184
</TABLE>
PAGE
<PAGE>





                 MANAGEMENT'S DISCUSSION AND ANALYSIS

            A  review  of  the  results of operations for March 31, 1996, as
compared  to  March  31, 1995, with the growth in earnings exceeding 16%, is
affected  by changes in the balance sheet. Total assets have grown 7.8% over
the  past twelve months with the major changes visible in the investment and
loan  portfolios.    The  Bank's  investment portfolio grew by approximately
$13,300,000  for  the twelve month period with $11,550,000 purchased in U.S.
Government  agency  securities.    The  Bank  s available for sale portfolio
increased  by $15,000,000 over the past twelve months.  The Bank made a one-
time   transfer  of  securities  at  market  value  totaling  $5,600,000  in
accordance  with  the  Financial  Accounting  Standards Board implementation
guidance  issued  in  November  of 1995.  Additional securities added to the
available  for sale portfolio include bonds that have calls and longer final
maturities.   Unrealized gains and losses became negative and are indicative
of  the current economic marketplace with interest rates rising abruptly and
presumed  to be temporarily.  This is also visible in the total market value
of  the portfolio that is currently $155,000 below book value.  However, the
portfolio  continues  to  earn  in  excess  of    6.8%.   The Bank holds one
structured note, a ten-year step-up government agency debenture, which steps
annually by 1/8 of one percent after 3 years at 7.0%.  
            The  loan  growth  of  $11,000,000  from March 31, 1995 has been
predominantly  in loans secured by real estate.  The Bank's loan portfolio s
growth  has  slowed  from  a  15%  growth in 1995 compared to 1994 to a 5.8%
growth  in  1996 over 1995.  The Bank is experiencing competition from other
financial institutions within its marketplace.
            Funding for the asset growth has come from increases in deposits
totaling  $23,255,000 and predominantly from interest bearing liabilities in
the form of certificates of deposit, which increased 21%.  In March of 1995,
the   Bank  s  Trust  Department  maintained  approximately  $10,000,000  in
repurchase  agreements  that  were  withdrawn prior to year end 1995.  These
funds  were  replaced  by deposits as mentioned above and borrowings through
the Federal Home Loan Bank.  Advances increased in the past twelve months by
$14,000,000  as  these  funds  became  less  costly  than  opportunities for
wholesale  repurchase agreements.  Short term borrowings will begin dropping
during  the  next  six  months  through  seasonal deposit growth, investment
maturities and principal paydowns from the Bank's mortgage backed securities
portfolio.
            Liquidity  is  measured by the Bank's ability to meet cash needs
at  a  reasonable  cost  or  minimum loss to the Bank.  Liquidity management
involves  the ability to meet cash flow requirements of its customers, which
may  come  from depositors withdrawing funds or borrowers requiring funds to
meet  credit  needs.   Without adequate liquidity management, the Bank would
not  be able to meet the needs of the individuals and communities it serves.
The  Bank  utilizes  a  Basic Surplus/Deficit model to measure its liquidity
over  a  30-day  and a 90-day time horizon.  The relationship between liquid
assets  and  short  term  liabilities that are vulnerable to non-replacement
within  a  30-day period are examined.  The Bank's policy is to maintain its
liquidity  position  at  a  minimum  of  5%  of  total assets.  The Bank has
maintained  liquidity  in  its  balance  sheet  in excess of 7% for the past
twelve  months.  Liquidity  has  been  more  than  10%  since the repurchase
agreements with the Trust Department were discontinued, which reduced the
PAGE
<PAGE>





amount  of  Bank securities required to be held as collateral.  Liquidity as
measured by the Basic Surplus/Deficit model was 17.6% as of March 31, 1996.
            How  changes  in the balance sheet have affected the Bank may be
viewed through the earnings statement for the periods ending March 31, 1994,
1995,  and  1996.  The Bank has experienced a very strong first quarter that
compares favorably to the first quarter of 1995 and which has produced a 16%
increase  over net income earning during the first three months of 1995.  In
turn, 1995 produced a 9.8% increase over 1994 in net earnings for the Bank. 
            Interest  income  is  affected  by rates, volumes and the mix of
earning assets and interest bearing liabilities.  For the first three months
of  1996,  increases in the loan portfolio have afforded the Bank additional
interest  income  of $590,000 that was achieved through increases in volumes
totaling  $315,000  and  increases  in  rates  of $275,000.  Yields on loans
increased  by  24  basis  points  from  March  1995  to March of 1996.  This
compares with 1995 s increase over 1994 of $724,000 due to increases in both
volumes  ($532,000)  and  interest  rate  changes  ($192,000).   Loan yields
increased 69 basis points during that twelve month period.  1995 represented
the  first increase in loan yields for the past several years with decreases
of  64  and  103 basis points experienced in 1994 and 1993 respectively.  On
the  investment  side,  interest  and  dividend income grew by $175,000 with
increases  related  to volumes and a decrease in yields of $22,000 or a drop
of  32  basis  points  from  year to year.  Investment interest increased by
$300,000  in  1995  compared  to  1994  with  increases  coming equally from
increased  volumes  and  rates (which increased by 61 basis points). In 1994
earnings  from  the Bank's investment portfolio decreased by $244,000 due to
decreases in yields (a drop of 72 basis points). 
            Increased costs on the liability side have been contained by the
Bank  not  increasing its rates on savings, NOW and money market funds.  For
the  past  two  years,  the  Bank has chosen to promote specific term CDS at
current national market rates, thereby increasing its cost of funds on those
deposits only.  In 1996, the Bank s cost of interest bearing funds increased
by  $447,000 that was less than the previous year, although deposit balances
grew  by  over  $23,000,000.    The cost of purchased funds went up 17 basis
points  during  this  period.  Part of the reduction in cost is found in the
reduction  in  funding  costs from the Federal Home Loan Bank.  In 1995, the
Bank's  cost  of  funds rose by $690,000 that is both from increased volumes
($209,000)  as  well  as  higher  CD  rates.     The cost of purchased funds
increased by 92 basis points in 1995.  Comparing this to 1994 and 1993, both
years  showed  reductions  in funding costs (23 basis points in 1994 and 106
basis points in 1993).  1994 began with a downward trend for interest rates,
but the Bank along with other financial institutions was impacted by each of
the  federal funds increases instituted by the Federal Reserve.  It has been
the  Bank's  approach  to  lag  increases on both sides of the balance sheet
throughout the year.
            The  Bank  is  well  positioned  with  regard  to  interest rate
sensitivity with assets and liabilities matched for repricing within a year.
There  is some exposure to falling rates out beyond a year that is primarily
driven  by  the  Bank  s  expectation  that core deposit rates should not be
lowered.    Additionally,  with  a  projected acceleration in prepayments in
loans  and  investments, cash would be reinvested at lower yields.  If rates
were  to  drop by 200 basis points, simulations indicate that the Bank s net
interest  income  could  drop  by approximately $1,000,000 during the second
year of the drop.  
PAGE
<PAGE>





            The  Bank  has  maintained  its reserve for possible loan losses
over  the  past  several  years,  reflecting  the recessionary nature of the
economy  in  the  early 1990's.  The ratio for the reserve for possible loan
losses  has  been over 2% for the past three years, with a ratio of 2.10% as
of    March  31,  1996.  The Bank reviews its allocation to the reserve on a
monthly  basis  and  funds  the  reserve  as  deemed  necessary. This review
includes  a  provision for specific credits, provisions due to historic loan
losses by loan types and reserves reflecting industry concentrations, credit
concentrations,  current economic conditions and underwriting standards.  In
1995,  the Bank added a provision for impaired loans in accordance with FASB
114/118.    Reference  is  made  to  the  notes included in this filing that
outlines  the  impaired  loan  figures.    Losses in the loan portfolio were
estimated  at  $840,000  for  1996,  with first quarter charge offs totaling
$149,000.   The amounts represented below are the total dollars past due for
the  first three months of each year listed. Included in the 90-day past due
category  for  1996  are  two  loans  totaling $820,000, one of which is now
current  and the other was in the process of securing SBA financing, this is
now completed.
            
            

    Category                           1995       1995          1994

90-day past due
  and still accruing                $  1,247,941  $    189,904  $    486,959
Non-accruing                        $  3,289,461  $  4,184,679  $  2,596,655
                                    $  4,537,402  $  4,374,583  $  3,083,614
Gross loans                         $201,502,682  $190,459,413  $165,649,797
Percentage of gross loans               2.25%         2.30%          1.86%
             
            In  reviewing  non-interest  income, the first three quarters of
1996  show  a  strong start for the year with growth of 13%.  This growth is
attributed  to  the  Trust Department s earnings growing by $64,000 over the
first  three  months  of  1995.    In the fall of 1995, the Trust Department
converted  their  tax  preparation  and  began  charging  customers  for the
service.    The  cost  of  this  tax  service  is  shown  in other expenses.
Additionally, as of January 1, 1996, the Bank implemented FASB Statement No.
122,  Accounting for Mortgage Servicing Rights  that positively impacted the
earnings  of  the  Bank  by $57,000.   1995 showed a decline of $29,000 when
compared  to  1994.  The decline has come from two specific areas, one being
securities  gains  taken  in  the first quarter of 1994 of $18,500 for which
there  were  no comparable gains taken in 1995.  Additionally, the secondary
market for residential mortgages, which has generated substantial income for
the  Bank in the past several years, dropped to $11,000 in the first quarter
of  1995.        In  comparison,  1994  showed growth as compared to 1993 of
$92,000.  Fees generated from the secondary mortgage program totaled $75,000
for  the first three quarters of 1994.  Following the first quarter of 1995,
interest  rates,  specifically  in  the  secondary  market  for  residential
mortgages,  dropped  and  the  Bank once again began experiencing additional
loan demand in this area.
PAGE
<PAGE>





            Accruing  for  an  incentive  program  reflects  the increase in
salary and benefit costs in 1996 over 1995.  Although the program is not new
to  the  Bank  in  1996,  this  is the first year that the dollars have been
designated  prior  to  year end.  Excluding the accrual, salary and benefits
would  be  3%  higher  than  the first quarter of 1995.  Salary and benefits
remained  stable  for  the first quarter of 1995, increasing by $14,000 over
1994.    In  1994  salary  and employee benefits were $63,000 (or 5.5%) over
1993.
            Other  expense  for  the first three months of 1996 is below the
comparable period in 1995 due to the elimination of FDIC insurance premiums.
As  a  well  capitalized  bank, Bar Harbor Banking and Trust Company has not
been  required  to pay premiums for this coverage.  In the fall of 1995, the
Bank sought the services of a consulting firm to review existing procedures,
seeking greater efficiencies while maintaining quality customer service. The
Bank  incurred  $66,000  in  expenses  for  these  services during the first
quarter  of  1996.   Other expense for the first quarter of 1995 was greater
than 1994 and included: increases in postage costs due to an increase by the
US  Postal  Service; increases in media coverage for Bank promotions offered
during the first quarter of 1995; increased legal expense incurred with loan
resolutions;  and  increased  FDIC  insurance  based on increased deposits. 
Likewise,  other expense was greater in 1994 when compared to 1993's expense
with  no  single  account  showing  a large increase when compared to 1993 s
expenses.    Other expense encompasses the majority of accounts that are not
interest or human resource related.
            The  Bank's  capital  to  asset  ratio is 10.6% and the Bank far
exceeds the required risk based capital ratio of 8% with its Tier I ratio of
16.1% and total capital ratio of 17.4% or additional capital of $19,500,000.
                                                                
                                                                
            

PAGE
<PAGE>





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



                                    BAR HARBOR BANKSHARES


                                    Sheldon F. Goldthwait, Jr. /s/

Date: May 15, 1996                  Sheldon F. Goldthwait, Jr.
                                    President


                                    Virginia M. Vendrell /s/

Date: May 15, 1996                  Virginia M. Vendrell
                                    Senior Vice President, Treasurer
                                    and Chief Financial Officer



PAGE
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 9
<RESTATED> 
<CIK> 0000743367
<NAME> BAR HARBOR BANKSHARES
<MULTIPLIER> 1
<CURRENCY> NO
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<EXCHANGE-RATE>                                     1.
<CASH>                                       7,426,958
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 22,147,298
<INVESTMENTS-CARRYING>                      83,763,010
<INVESTMENTS-MARKET>                        83,682,591
<LOANS>                                    201,426,371
<ALLOWANCE>                                (4,168,420)
<TOTAL-ASSETS>                             325,803,346
<DEPOSITS>                                 245,789,853
<SHORT-TERM>                                29,417,815
<LIABILITIES-OTHER>                          4,157,040
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                     3,636,474
<OTHER-SE>                                  30,802,084
<TOTAL-LIABILITIES-AND-EQUITY>             325,803,346
<INTEREST-LOAN>                              5,002,507
<INTEREST-INVEST>                            1,749,103
<INTEREST-OTHER>                                 5,193
<INTEREST-TOTAL>                             6,756,803
<INTEREST-DEPOSIT>                           2,307,076
<INTEREST-EXPENSE>                           2,187,018
<INTEREST-INCOME-NET>                        3,939,785
<LOAN-LOSSES>                                  240,000
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                              2,511,262
<INCOME-PRETAX>                              2,189,950
<INCOME-PRE-EXTRAORDINARY>                   2,189,950
<EXTRAORDINARY>                                      0
<CHANGES>                                           00
<NET-INCOME>                                 1,522,250
<EPS-PRIMARY>                                     0.89
<EPS-DILUTED>                                     0.89
<YIELD-ACTUAL>                                    8.86
<LOANS-NON>                                  3,289,461
<LOANS-PAST>                                 1,247,941
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                367,000
<ALLOWANCE-OPEN>                             4,047,883
<CHARGE-OFFS>                                  148,975
<RECOVERIES>                                    29,512
<ALLOWANCE-CLOSE>                            4,168,420
<ALLOWANCE-DOMESTIC>                         4,168,420
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                      1,267,000
        

</TABLE>


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