BAR HARBOR BANKSHARES
10-Q, 1996-11-14
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 13 or 15 (d) of the Securities Exchange
Act of 1934

For the quarter ended September 30, 1996            C ommission   File   No.
841105-D

                      BAR HARBOR BANKSHARES

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

P.O. Box 400, 82 Main Street, Bar Harbor, ME           04609-0400    
(Address of principal executive offices)              (Zip Code)

Registrants'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 September 30, 1996:

     Common Stock: 1,818,237
PAGE
<PAGE>





                              TABLE OF CONTENTS

<TABLE>
<S>                                                               <C>
Financial Information                                              Page


Item I.   Financial Statements

Consolidated Balance Sheets                                          2
     December 31, 1995 and September 30, 1996

Consolidated Statements of Earnings                                  3
     Three months and nine months ended September 30,
        1994, 1995 and 1996

Consolidated Statements of Changes in Stockholders  Equity           4
     Nine months ended September 30, 1995 and 1996

Consolidated Statements of Cash Flows                                5
     Nine months ended September 30, 1995 and 1996

Rate Volume Analysis                                                 6
     Nine months ended September 30, 1995 and 1996

Rate Sensitivity Report                                              7
     As of September 30, 1996

Notes to Financial Statements                                      8-10

Item II.   Management s Discussion and Analysis of Financial
           Condition and Results of Operations                     11-14

Signature Page                                                      15

</TABLE>
PAGE
<PAGE>


           BAR HARBOR BANKSHARES AND SUBSIDIARY
        CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
           SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
                         (UNAUDITED)
<TABLE>
<CAPTION>
                                      SEPTEMBER 30 DECEMBER 31
                                             1996        1995
<S> <C> <C>                           <C>            <C>
ASSETS
   Cash and Due from Banks            $10,697,921   $ 8,759,797
   Federal Funds Sold                           0     3,800,000 
   Investment Securities
      Securities Available for Sale,
        At market                      24,357,033    19,885,555
      Securities Held to Maturity
        (Market Value $83,312,478 in
        1996 and $83,180,706 in 1995)  83,771,708    82,209,062
Total Investment Securities           108,128,141   102,094,617
Loans Held for Sale                       163,151        68,326
Gross Loans                           211,360,948   201,765,717
      Allowance for possible 
        Loan losses                    (4,287,650)   (4,047,883)
   Net Loans                          207,073,298   197,717,834
   Premises and Equipment               7,547,748     6,219,569
   Other Assets                         8,423,844     7,948,556
TOTAL ASSETS                          342,034,103   326,608,699

LIABILITIES AND STOCKHOLDERS  EQUITY
LIABILITIES
   Deposits
      Demand Deposits                  40,093,949    32,394,610
      NOW Accounts                     39,541,940    38,300,119
      Savings Deposits                 55,907,356    53,660,526
      Time, $100,000 and over          14,311,191    14,005,187
      Other Time                      107,127,970   113,110,959
TOTAL DEPOSITS                        256,982,406   251,471,401
   Securities sold under
      Repurchase Agreements             6,862,376     5,791,193
   Advances from Federal Home
      Loan Bank                        36,589,485    32,700,000
   Other Liabilities                    4,442,483     3,403,281
TOTAL LIABILITIES                     304,876,750   293,365,875
Capital Stock, par value $2
   Authorized 10,000,000 shares
   issued 1,818,237 in 1996
   and 1,813,605 in 1995                3,636,474     3,627,210
   Surplus                              7,489,127     7,368,695
   Retained Earnings                   27,527,907    23,523,626
      Net unrealized appreciation 
      (Depreciation) on securities
      available for sale, net of tax,
      Benefit of $80,712 in 1996 and
      tax of $32,606 in 1995             (156,155)       63,293
      Less: Cost of 100,000 shares    
       Of Treasury Stock               (1,340,000)   (1,340,000)
TOTAL STOCKHOLDERS  EQUITY             37,157,353    33,242,824

TOTAL LIABILITIES AND STOCKHOLDERS 
EQUITY                                342,034,103   326,608,699<PAGE>


</TABLE>
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>            <C>            <C>          <C>
                          THREE MONTHS  THREE MONTHS  THREE MONTHS   NINE MONTHS    NINE MONTHS  NINE MONTHS
                             ENDING        ENDING      ENDING           ENDING         ENDING        ENDING
                          09-30-96        09-30-95      09-30-94      09-30-96        09-30-95    09-30-94
                           

Interest & Fees on Loans  $5,150-807    $5,121,406    $4,205,264      $25,147,611   $14,330,622  $11,742,788
Interest & Dividends on
Investment Securities:
  Taxable Interest Income   1,581,668     1,445,337    1,172,225        4,498,022     4,057,080    3,312,142
  Non-taxable Interest Inc.   191,830       215,313      208,013          581,432       647,061      618,545
  Dividends                    88,910        77,982      116,949          260,781       286,046      265,482
   Federal Funds Sold           5,933        41,790        3,706           22,916        91,141       31,159
Total Interest Income       7,019,148       6,901,828  5,706,157        20,510,762    19,411,950  15,970,116

Interest on Deposits        2,161,816       2,233,392  1,615,156        6,718,418      6,077,427   4,347,566
Interest in Short Term
  Borrowings                  624,714         533,699    359,700        1,754,156     1,719,723    1,185,198
Total Interest Expense      2,786,530       2,767,091  1,974,856        8,472,571     7,797,150    5,533,764

Net Interest Income         4,232,618      4,134,737   3,731,301       12,038,191    11,614,800   10,436,352
Provision for Loan Losses     120,000        240,000     240,000          600,000       720,000      720,000
Net Interest Income after
  Provision for Loan 
       Losses               4,112,618      3,894,737   3,491,301       11,438,191    10,894,800    9,716,352
  
Other Income                1,684,273      1,362,041   1,251,090        3,741,703     3,183,547    3,059,539
Investment Securities Gains                         0          0          32,532         16,934                       0
   58,494    
Other Expenses:
Salaries & Emp. Benefits   1,467,981       1,245,330   1,321,864        4,265,530     3,639,676    3,749,390
  Other      1,512,297     1,305,752         974,447    3,759,334       3,698,848     3,276,061
  Investment Securities Losses       0             0           0                0             0            0
Income Before Income 
  Taxes                    2,816,613       2,705,696   2,478,612        7,171,964     6,739,813    5,808,934
  
Income Tax Expense           726,837         859,275     677,957        2,050,829     2,084,741    1,688,471
Net Income                 2,089,776       1,846,421   1,800,655        5,121,135     4,655,082    4,120,463
  

Earnings per Share:
  Based on 1,709,835 Shares for
  1994, 1,713,605 for 1995 and 
<S>  <C>                                   <C>         <C>             <C>           <C>          <C>
     1,718,237 Shares for 1996*  $1.22        $1.08       $1.05          $2.98         $2.72        $2.41

Dividends per Share              $0.25        $0.00       $0.00          $0.65         $0.36        $0.30
</TABLE>
*Earnings per share have been restated in 1994
 to reflect a five-for-one stock split declared
 July 11, 1995.
PAGE
<PAGE>


BAR HARBOR BANKSHARES AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS  EQUITY
QUARTERS ENDED SEPTEMBER 30, 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, 12/31/94         $3,619,670    $7,314,408    $19,118,678    ($1,340,000)     48,027    $28,760,783
Net Earnings                                            4,655,082                                 4,655,082
Cash Dividends Declared                                  (616,897)                                 (616,897)
Net Unrealized appreciation
 on securities available for
 sale, net of tax of $44,067                                                           37,516        37,516           
Sale of Stock (3,770 Shares)   7,540       54,288                                                    61,828


Balance, 9/30/95          $3,627,210    $7,368,696    $23,156,863    ($1,340,000)     $85,543    $32,898,312

Balance, 12/31/95          3,627,210     7,368,695     23,523,626     (1,340,000)      63,293     33,242,824
Net Earnings                                            5,121,135                                  5,121,135
Cash Dividends Declared                                (1,116,854)                                (1,116,854)
Net Unrealized Depreciation
    on Securities Available for
    Sale, Net of Tax benefit of $80,712                                                37,516         37,516
Sale of Stock (4,632 Shares)     9,264      120,432             0               0            0       129,696
  
Balance, 9/30/96           $3,636,474    $7,489,127   $27,527,907    ($1,340,000)    ($156,155)  $37,157,353

</TABLE>
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>
                                                                             SEPTEMBER 30,      SEPTEMBER 30
                                                                             1996               1995
CASH FLOWS FROM OPERATING ACTIVITIES:
    NET INCOME                                                               $ 5,121,135        $ 4,655,082
    ADJUSTMENTS TO RECONCILE NET EARNINGS TO NET CASH
    PROVIDED BY OPERATING ACTIVITIES:
         DEPRECIATION                                                            566,161            436,354
         PROVISION FOR LOAN LOSSES                                               600,000            720,000
         PROVISION FOR LOSSES ON OTHER REAL ESTATE OWNED                          (4,664)             9,778
         NEW LOANS ORIGINATED FOR SALE                                        (7,108,320)        (5,422,883)
         PROCEEDS FROM SALE OF MORTGAGES HELD FOR SALE                         7,028,603          5,442,126
         GAIN ON SALE OF MORTGAGES ORIGINATED FOR SALE                           (15,108)           (19,243)
         NET SECURITIES GAINS                                                    (16,934)                 0
         NET AMORTIZATION OF BOND PREMIUM                                        224,207            137,185
         NET CHANGE IN OTHER ASSETS                                             (287,745)          (556,533)
         NET CHANGE IN OTHER LIABILITIES                                       1,039,202             53,020
    NET CASH PROVIDED BY OPERATING ACTIVITIES                                  7,146,537          5,454,886

CASH FLOWS FROM INVESTING ACTIVITIES:
    PURCHASES OF SECURITIES HELD TO MATURITY                                 (13,636,697)       (20,927,848)
    PROCEEDS FROM MATURITY & PRINCIPAL PAYDOWNS OF
         SECURITIES HELD TO MATURITY                                           6,481,601          6,276,134
    PROCEEDS FROM CALL OF SECURITIES HELD TO MATURITY                          5,420,608          5,750,000
    PURCHASES OF SECURITIES AVAILABLE FOR SALE                               (5,503,125)         (1,997,188)
    PROCEEDS FROM MATURITY & PRINCIPAL PAYDOWNS OF 
         SECURITIES AVAILABLE FOR SALE                                           148,128              4,549
    PROCEEDS FROM CALL OF SECURITIES AVAILABLE FOR SALE                          500,000                  0
    NET LOANS MADE TO CUSTOMERS                                              (10,009,102)       (13,582,338)
    CAPITAL EXPENDITURES                                                      (1,894,340)        (1,043,719)
    NET CASH USED IN INVESTING ACTIVITIES                                    (18,492,928)       (25,520,410)

CASH FLOWS FROM FINANCING ACTIVITIES:
    NET CHANGE IN SAVINGS, NOW AND DEMAND DEPOSITS                            11,187,990          2,224,501
    NET CHANGE IN TIME DEPOSITS                                               (5,676,985)        28,215,467
    NET CHANGE IN REPURCHASE AGREEMENTS                                        1,071,183          9,403,755
    PURCHASE OF ADVANCES FROM FHLB                                            33,000,000         19,000,000
    REPAYMENT OF ADVANCES FROM FHLB                                          (13,000,000)       (20,000,000)
    NET CHANGE IN OTHER SHORT TERM BORROWED FUNDS                            (16,110,515)       (16,000,000)
    PROCEEDS FROM SALE OF CAPITAL STOCK                                          129,696             61,828
    PAYMENT OF DIVIDENDS                                                      (1,116,854)          (616,898)
    NET CASH PROVIDED BY FINANCING ACTIVITIES                                  9,484,515         22,288,653

NET INCREASE IN CASH AND CASH EQUIVALENTS                                     (1,861,876)         2,223,129

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                12,559,797          9,714,713
CASH AND CASH EQUIVALENTS AT END OF QUARTER                                   10,6977921         11,937,842<PAGE>





SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    CASH PAID DURING THE YEAR FOR
         INTEREST                                                              8,533,008           7,708,377
         INCOME TAXES                                                          1,450,000           2,026,679
NON-CASH TRANSACTIONS:
    TRANSFER FROM LOANS TO REAL ESTATE OWNED (OTHER A                            193,000             186,000
</TABLE>
See 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 SEPTEMBER 30, 1996
          COMPARED TO SEPTEMBER 30, 1995
         INCREASES (DECREASES) DUE TO:
 <TABLE>
 <CAPTION>
 <S>                          <C>            <C>                <C>
                              VOLUME         RATE               NET
 LOANS                        $ 853,768      ($36,779)          $816,989 
 TAXABLE SECURITIES             545,049      (129,372)           415,677 
 TAX EXEMPT SECURITIES          (57,057)       (8,572)           (65,629)
 FEDERAL FUNDS SOLD AND                      
   MONEY MARKET FUNDS           (58,848)       (9,377)           (68,225)

 TOTAL EARNING ASSETS         $1,282,912      (184,100)       $1,098,812
                              
 DEPOSITS                       $357,112       283,876           640,988
 BORROWINGS                     $116,955       (82,522)           34,433
   TOTAL INTEREST                                               
   BEARING LIABILITIES          $474,067      $201,354          $675,421
 NET CHANGE IN INTEREST         $808,845     ($385,454)         $423,391
 </TABLE>

                        YEAR-TO-DATE FIGURES AS OF SEPTEMBER 30, 1995
                              COMPARED TO SEPTEMBER 30, 1994
                              INCREASES (DECREASES) DUE TO:
<TABLE>
<CAPTION>
<S>                           <C>            <C>                <C>
                              VOLUME         RATE               NET
LOANS                         $1,588,681     $  999,153         $2,587,834 
TAXABLE SECURITIES            $  411,623     $  353,879            765,502 
TAX EXEMPT SECURITIES         $      900     $   27,616             28,516 
FEDERAL FUNDS SOLD AND                       
  MONEY MARKET FUNDS          $   38,677     $   21,305             59,982 
TOTAL EARNING ASSETS          $2,039,881     $1,401,953         $3,441,834 
DEPOSITS                      $  574,059     $1,155,802          1,729,861 
BORROWINGS                    $   49,653     $  483,872            533,525 
  TOTAL INTEREST                                                
  BEARING LIABILITIES         $  623,712     $1,639,674         $2,263,386 
NET CHANGE IN INTEREST        $1,416,169      ($237,721)        $1,178,448 <PAGE>





                              
</TABLE>
   
PAGE
<PAGE>





                  INTEREST RATE SENSITIVITY ANALYSIS
                       AS OF SEPTEMBER 30, 1996
                              (UNAUDITED)
                         Amounts in Thousands

The following table sets forth the amounts of interest-earning assets and 
interest-bearing liabilities outstanding at September 30, 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                $ 10,064           $  30,346          $ 22,885         $ 63,295
Loans - Variable Rate              120,941              22,110             2,036          145,087
Investments                         42,025              41,622            24,479          108,126
Federal Funds Sold                       0                   0                 0                0
Interest Rate Swap/Floor                 0              15,000                 0           15,000
Total Earning Assets              $173,030            $109,078          $ 49,400         $331,508

Deposits                          $139,010            $ 18,867          $ 99,026         $256,903
Repurchase Agreements                6,789                   0             1,135            7,924
Borrowings                          25,681              10,908                 0           36,589
Interest Rate Swap/Floor             5,000              10,000                 0           15,000
Total Sources                     $176,480            $ 39,775          $100,161         $316,416

Net Gap Position                   ($3,450)           $ 69,303          ($50,761)        $ 15,092
Cumulative Gap                     ($3,450)           $ 65,853           $15,092         $ 15,092
</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 4% of its savings is 
more rate sensitive and will react to rate changes, and has therefore 
categorized it in the 3-12 month 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 $40,000,000 are amortized using the weighted average maturity 
of 143 months, with an additional prepayment rate of 9%, which 
approximates the Bank s prior experience.
PAGE
<PAGE>





         NOTES TO FINANCIAL STATEMENTS DATED SEPTEMBER 30, 1996

1.    Summary of interim financial statement adjustments. The accompanying 
unaudited 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>
                                                 SEPTEMBER 30, 1996
                                                   CARRYING       MARKET
                                                   VALUE          VALUE
2.    INVESTMENT SECURITIES:
      a. U.S. Treasury and other
            Government agencies              $ 79,180,491     $ 78,065,735
      b. States of the U.S. and other
            Political subdivisions             12,771,113       13,142,754
      c. Other securities                      16,412,392       16,461,022
            Total Securities                 $108,363,996     $107,669,511

            Securities held to 
            maturity                          83,771,108       83,312,478
            Securities available
            For sale                          24,592,888       24,357,033
</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>
                                             September 30, December 31,
                                              1996                 1995
3.    LOANS
      a. Commercial, agricultural
            And other loans                   $43,914,307      $40,190,313
      b. Real Estate - Construction             8,750,023        8,072,230
      c. Real Estate - Mortgage               141,926,931      135,862,776
      d. Installment loans                     16,769,687       17,640,398
            Total Loans                      $211,360,948     $201,765,717
</TABLE>

4.    CHANGES IN ALLOWANCE FOR POSSIBLE LOAN LOSSES:
<TABLE>
<CAPTION>
<S>                                          <C>              <C>
                                             September 30, September 30 
                                              1996                1995
      Balance, beginning January 1:          $ 4,047,883      $ 3,891,835
      Provision charged to income                600,000          720,000
      Recoveries of amounts charged              100,840           78,144<PAGE>





      Losses charged to provision                461,073          464,264
      Balance, ending September 30:          $ 4,287,650      $ 4,225,715
</TABLE>
PAGE
<PAGE>





Information regarding impaired loans is as follows for September 30, 1996:

<TABLE>
<CAPTION>
<S>                                                           <C>
Average investment in impaired loans                          $ 1,375,683
Interest income recognized on impaired loans,
 including interest income recognized on
 cash basis                                                       107,730
Interest income recognized on impaired loans
 on cash basis                                                    107,730
Balance of impaired loans`                                      1,604,919
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                   1,604,919
Portion of allowance for loan losses allocated
 to the impaired loan balance                                     124,598
</TABLE>


5.          CHANGES IN ALLOWANCE FOR OTHER REAL ESTATE:
<TABLE>
<CAPTION>
<S>   <C>                               <C>          <C>          <C>
                                        9/30/96      9/30/95      9/30/94
      Balance, beginning Jan. 1          $26,000     $30,486      $ 53,286
      Provision charged to income         (4,664)      9,778         1,800
      Losses charged to provision         21,336      15,110        24,600
      Balance, ending Sept. 30          $      0     $25,154      $ 30,486
</TABLE>

6.    The aggregate dollar amount of loans made to directors, executive 
officers or principal holders of equity securities as of September 30, 
1996 and December 31, 1995 respectively were:
<TABLE>
<CAPTION>
<S>   <C>                                      <C>           <C>  
      Aggregate amount, beginning 1-1         $3,279,479     $ 3,409,868
      New Loans                                  294,012         349,935
      Repayments                                  63,576         480,324
      Aggregate amount, ending 9-30-96  $3,509,915
      Aggregate amount, ending 12-31-95      $ 3,279,479

7.    OTHER ASSETS:
                                              September 30, December 31
                                                 1996            1995
      a. Interest earned but 
            Not paid on:
            Loans                            $ 1,513,648      $ 1,471,216
            Investments                        1,253,210        1,008,678
      b. Other Real Estate Owned                 275,744          443,652
</TABLE>
PAGE
<PAGE>





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 September 30, 
1996 are as follows:
<TABLE>
<CAPTION>
<S>                     <C>                  <C>             
                        Current              
                          Federal            $2,215,053
                          State                  68,036
                                             $2,283,089
                        Deferred              (232,260)
                                             $2,050,829
</TABLE>
      Actual tax expense differs from the expected tax expense computed 
by applying the applicable federal corporate income tax rate of 34% 
is as follows for the nine months ended September 30, 1996:
<TABLE>
<CAPTION>
<S>                     <C>                                  <C>
                        Computed tax expense                 $2,240,987
                        Tax exempt interest                    (240,264)
                        Other                                    50,106
                                                             $2,050,829
</TABLE>

      At September 30, 1996, 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>           <C>
                                                     ASSET       LIABILITY
      Allowance for possible loan losses
        On loans and real estate owned             $1,295,759
      Deferred and accrued 
        employee benefits                             916,960
      Deferred loan origination fees                   78,123
      Securities losses not currently
        Deductible                                          0
      Core deposit intangibles                         92,439
      Depreciation                                     51,244
      Other                 25,935
                                                   $2,460,460           $0
</TABLE>
      No valuation allowance is deemed necessary for the deferred tax asset.
<TABLE>
<CAPTION>
<S>   <C>                                          <C>           <C>
9.    INCOME TAX EXPENSE:                           1996             1995<PAGE>





      Federal Income Tax                           $1,982,793    $2,018,482
      State Income Tax      68,036                     66,259
</TABLE>
PAGE
<PAGE>
<PAGE>





MANAGEMENT S DISCUSSION AND ANALYSIS

      The  results  of  operations  for September 30, 1996 are reflected
through the growth in the balance sheet.  Total assets grew by more than
$18,000,000  in  1996  and  $30,000,000  in  1995  each  compared to the
previous  year  s  third quarter end. The major changes are found in the
investment and loan portfolios.

      The  investment  portfolio  growth  of  just  under $6,000,000 has
predominantly  been  in the area of US Government agency debentures. The
most recent purchases totaling $2,500,000, have been callable securities
with  two  or  three years of call protection and final maturities of 10
years.  These,  like  other  longer term government sponsored securities
have  been placed in the available for sale portion of the portfolio. In
addition,  when  comparing September 30, 1996 to September 30, 1995, the
Bank s available for sale portfolio has changed by the 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. The Bank s available for sale portfolio also includes
$5,400,000  in  Federal  Home  Loan  Bank  stock.  Ownership of stock is
required by the FHLB for participation in their funding programs.

      The  market value of the held to maturity portion of the portfolio
is  $460,000  less  than  the  book value, with the AFS portfolio market
value  at  $226,000 less than the book value. The potential for loss, if
the  entire  investment  portfolio of the Bank were sold as of September
30,  1996,  would  be a loss of less than one-half of one percent of the
book value of the portfolio. The appreciation of net unrealized gains to
$85,500  as  of September 30, 1995 was gradual in line with the increase
in  the  market.  The  market  value  of the entire portfolio, which was
approximately  $470,000  greater than the book value, had risen in 1995,
following  national  economic trends including lower interest rates. The
Bank  does  not  hold  any  securities  (such as structured debt tied to
multiple  indices,  interest only or principal only securities) that may
experience  considerable  change  in  their  market  values by a greater
degree  than  traditional  debt  and  could materially affect the entire
portfolio.   It  does  hold  one  structured  note,  a  10-year  step-up
government  agency  debenture, which steps annually by 1/8 of 1% after 3
years  during  which  time  it is earning 7%. The taxable portion of the
Bank  s  securities  have been earning 7.10 for the first nine months of
1996, a reduction of only 7 basis points since September 30, 1995.

      In  the  loan  portfolio, which has grown by $12,000,000 (6.2%) in
the  past  twelve  months, the Bank s concentration has been through the
extension  of  loans  secured  by  real estate to its consumer customers
totaling  $8,000,000  more  than  one  year ago. This compares to 1995's
growth  of  $16,000,000  (8.8%)  in  loan growth, with $11,000,000 being
secured by real estate and granted to the Bank s consumer customers. The
Bank  continues  to  experience  strong competition from other financial
institutions in its market area.

      During  1996,  the  funding  for  the  asset  growth has come from
borrowings  primarily through the Federal Home Loan Bank. Total advances
increased   by  $28,000,000  and  include  $12,000,000  in  longer  term<PAGE>





borrowings  as funding for certain specific commercial credits. The Bank
had  found it cheaper to solicit deposits in 1995 as competitive deposit
rates  were  below  other options of funding sources. The Bank increased
i t s    deposit  by  $23,000,000,  predominantly  in  interest  bearing
certificates  of deposit promotions. Likewise, as opportunities surfaced
to  attract lower cost deposits and repurchase agreements, advances from
the  Federal Home Loan Bank decreased in 1995 by $7,000,000. During both
years,  short  term  borrowings  were  reduced  through seasonal deposit
growth,  investment  maturities and/or calls 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. We
e x a mine  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 time
horizon.  The  Bank  s policy is to maintain its liquidity position at a
minimum  of 5% of total assets. For the past twelve months, the Bank has
maintained  liquidity  in its balance sheet in excess of 9.9%. Liquidity
as  measured  by  the Basic Surplus/Deficit model was 15% for the 30-day
horizon and 10.8% for the 90-day horizon as of September 30, 1996.

      How the changes in the balance sheet have affected the Bank may be
viewed  through  the earnings statement for the periods ending September
30,  1994,  1995  and  1996.  Overall, the net earnings for the Bank are
$466,000  ahead  of  last  year  s  first  nine  months   earnings which
represents a 10% increase. Net interest income for the first nine months
of  1996 has added strong earnings and is affected by rates, volumes and
the  mix  of  earning  assets and interest bearing liabilities. Interest
income earned from loans increased in 1996 by $850,000 due to volumes of
loans  with  a  small reduction in earnings of $37,000 due to changes in
rates.  Overall  yields  from the loan portfolio remained within 5 basis
points  of  1995's  yields.  In  1995,  increases  in the loan portfolio
afforded  the  Bank  additional  interest  income  of  $1,590,000 due to
increases  in  volumes,  with  further  increases  of  $1,000,000 due to
changes  in  rates.  The  Bank had increased its base lending rate by 75
basis points between September 30, 1994 and September 30, 1995. Although
only  a  portion  of  loans  are  immediately affected by changes in the
Bank s base rate, the effect of the increase has over time increased the
yields  in  the  portfolio. The commercial real estate rate for variable
rate  mortgages  increased as well in 1995 and by 100 basis points since
September  30,  1994.  As  the  loans  in that portion of the portfolio,
totaling over $50,000,000 in mortgages, reached their annual anniversary
dates,  the  yield  improved  the  overall  yield for loans. Loan yields
increased  by  99  basis  points between September 30, 1995 and 1994 and
represented the first increase in several years.<PAGE>





      Similar  to  the  loan portfolio for 1996, the investment interest
increased  by virtue of purchases (totaling $429,000); however, as rates
remained flat and with larger coupons maturing the portfolio experienced
decreases  due  to  rate changes totaling $147,000. Overall the yield on
investments  has dropped the same as the loan yield, 5 basis points from
year  to  year.  For 1995, interest on investments increased both due to
volumes  ($451,000)  and  to  increased rates ($403,000). Similar to the
loan  yields,  1995  was  the first year in several in which the overall
investment  yield increased rather than decreased. Yields on investments
increased  by  24  basis points during 1995 compared with 43 basis point
drops in 1994.

      With  the Bank well matched in the repricing of its balance sheet,
the  funding  costs followed a similar pattern as is described above for
loans  and  investments.  In  1996,  the  cost of deposits rose based on
volumes ($357,000) and rates ($284,000) while the cost of borrowed funds
increased  due  to volumes $117,000) but decreased by $82,500 because of
rate  changes. Reference is made to the earlier discussion that the Bank
elected to fund its asset growth through borrowings instead of deposits.
The  cost  of  deposits increased by 21 basis points whereas the cost of
borrowings decreased by 26 basis points. The overall net interest income
for 1996 is $423,000 more than for the first nine months of 1995.

      Looking  at  1995,  however, the cost of deposited funds increased
from  September 1994 to 1995 by 78 basis points. Additionally rates rose
on borrowed funds during the same period by over 117 basis points. These
two  factors  increased  the  cost  of  interest  bearing liabilities by
$2,263,000  in  1995.  Due  to the increase in borrowed funds costs, the
Bank  elected  to promote certificates of deposit early in 1995, locking
in  acceptable  rates  for  the  Bank  which were lower than alternative
sources  of  funding. With increases on both sides of the balance sheet,
the  net  effect  on  the  Bank  s earnings remained strong with its net
interest income totaling $1,178,000 more in 1995 than in 1994.

      With  regard  to interest rate sensitivity, the Bank is positioned
favorably  for  the  current interest rate cycle with $3,500,000 more of
its  liabilities  repricing  within  a year when compared to its assets.
Based on simulations, if interest rates were to rise by 200 basis points
and if the Bank were to maintain the balance sheet as it today, the Bank
would experience virtually no change in its net interest income ($88,000
increase)  in  the  next  two  years. If rates were to drop by 200 basis
points,  the  Bank would only see a reduction in its net interest income
of  $193,000.  Neither  change  in  rates  (up  or  down) would indicate
interest rate risk concerns for the Bank.

      Due  to  changes in the methodology used for computing the reserve
for  possible  loan  losses  and  due  to the recessionary nature of the
economy in the early 1990's, the Bank increased its ratio to gross loans
to  over  2%  and  has  maintained  that  reserve  to loan ratio through
September  30, 1996. The Bank reviews its allocation to the reserve on a
monthly  basis  and  funds  the  reserve as deemed necessary. The review
includes  a  provision  for specific credits, provisions due to historic
l o a n    l osses  by  loan  types  and  reserved  reflecting  industry
concentrations,  credit  concentrations, current economic conditions and<PAGE>





underwriting standards.

      In  1995,  the  Bank  added  a  provision  for  impaired  loans in
accordance  with  FASB 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   collectable.  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  $1,604,919 and $1,041,882 at
September  30,  1996  and  1995,  respectively. Reference is made to the
notes included with this filing that outline the impaired loan figures.

      Losses  in the loan portfolio were estimated at $840,000 for 1996,
with  charged  off  loans totaling $461,000 for the first nine months of
this  year.  Losses  for 1995 were originally estimated at $950,000 with
$464,000  charged  off  through September 30, 1995, compared to $337,000
charged  off  in the first nine months of 1995.  The amounts represented
below  are  the  total  dollars outstanding for the first nine months of
each year listed.

<TABLE>
<CAPTION>
<S>                      <C>              <C>            <C>
Category                    1996             1995           1994
  
90-day past due and
still accruing           $   830,532      $   711,943    $   645,920

Non-accruing               3,557,518        2,584,343      2,627,314

Gross loans              211,360,948      199,190,024    175,399,428

Percentage of gross
 loans                    2.08%            1.65%          1.87%

      A  review  of  the Bank s non-interest income shows the first nine
months  of 1996 ahead of the same period for 1995 by $558,000. $2300,000
of  that  pertains  to the Trust Department s charge to its customers of
scheduled  fees. These fees are based on increased book assets of almost
$25,000,000  and  are  based  on  the  market  value of total assets per
account.  In  addition, as of January 1, 1996, the Bank implemented FASB
Statement  No.  122,  Accounting for Mortgage Servicing Rights  that has
positively impacted the Bank s earnings by $126,000 year to date. A non-
recurring  entry  of  $278,000 in the form of an insurance payoff from a
policy  written  on  certain  key  persons  in  the  Bank. Robert Avery,
director and former president of the Bank, passed away in August of 1995
resulting in this one-time tax deductible payment. In 1995, non-interest
earnings  were  $124,000  ahead  of  the  same period in 1994, which was<PAGE>





attributable to the Trust Department s scheduled fees based on increased
book  assets  of  more than $18,000,000. In 1994, the Bank experienced a
modest increase in non-interest income of $70,000 more than the previous
year.

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
allocated  prior to year end. Excluding the accrual, salary and benefits
would  be  1.6%  higher  than  the first nine months of 1995. Salary and
employee  benefits  for  1995  are  actually  three percent below 1994's
expense  and compare favorably with 1994 which shows a $435,000 (or 13%)
increase  over  1993. The increase in 1994 represents merit increases in
compensation  of  5%  and costs incurred with the addition of a deferred
plan  for certain senior officers (Messrs. Reeves, Eaton, Goldthwait and
MacDonald)  in  light  of the termination of the defined benefit pension
plan.

      Other  expense  for  the  first  nine  months of 1996 is above the
comparable  period  in  1996  by  $60,000  or  1.6%.  A  portion of that
containment  of  costs is attributable to the temporary relief from FDIC
insurance  premiums.  As a well-capitalized bank, Bar Harbor Banking and
trust  Company  has  not  been required to pay premiums this year. As of
September  30, 1995, the bank had incurred $240,000 in FDIC premiums. In
the fourth quarter 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 approximately
$120,000  in expenses for these services during the first nine months of
1996  as  the  project  was  being  completed. Additionally, the Bank is
involved  in  numerous project, including item and document imaging, the
conversion  of  its banking software to a client server model created by
its  current  software  vendor,  the building of an operations center to
house  the  loan, deposit, credit card and item processing operations of
the  Bank.  Startup  and  non-recurring  costs  for  these  projects are
included in the other expenses through September 30, 1996.

      W i th  regard  to  other  expense  for  1995,  expenses  totaling
$3,700,000  compared  more with 1993's expenses of $3,560,000 than those
of  1994.  1994 marked a year in which other expenses actually went down
by  $285,000 when compared to 1993. During 1993, the Bank took losses on
properties  owned  which  resulted from loan problems totaling $264,000.
There were no comparable losses in either 1994 or 1995. There was no one
category  of expense which exceeded $50,000 in increased expenditures in
1995.   The Trust Department had recently outsourced its tax preparation
f o r    customers  and  the  initial  outlay  for  that  operation  was
approximately $44,000. Fees are now being generated from Trust customers
and  are  reflected  in  the  income  earned  by the Trust Department as
discussed  earlier.  The  Bank  s  year-to-date  efficiency ratio is 55%
remains  consistent  with  the 1995 ratio and is well under the national
average.

      Subsequent  to  September  30,  1996, the Bank was examined by the
Bureau  of  Banking  for  the  Sate of Maine with a safety and soundness
audit and there were no recommendations made which would have a material<PAGE>





effect  on  the  registrant  s capital resources, liquidity or operating
earnings.  The  Bank s capital to asset ratio is 10.86% and the Bank far
exceeds  the  required  risk  based  capitol ratio of 8% with its Tier I
ratio  of  17.0%,  total  capital  ratio of 18.25% and leverage ratio of
10.63%.  Using  the  risk based capital formula, the Bank has capital in
excess of requirements of $21,757,000.<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: November 12, 1996               Sheldon F. Goldthwait, Jr.
                                      President


                                      Virginia M. Vendrell /s/

Date: November 12, 1996               Virginia M. Vendrell
                                      S e n ior    Vice    President,
Treasurer
                                      and Chief Accounting Officer



PAGE
<PAGE>

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                      10,697,921
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 24,357,033
<INVESTMENTS-CARRYING>                      83,771,108
<INVESTMENTS-MARKET>                        83,312,478
<LOANS>                                    211,360,948
<ALLOWANCE>                                (4,287,650)
<TOTAL-ASSETS>                             342,034,103
<DEPOSITS>                                 256,982,406
<SHORT-TERM>                                31,451,861
<LIABILITIES-OTHER>                          4,442,483
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                     3,636,474
<OTHER-SE>                                  33,520,879
<TOTAL-LIABILITIES-AND-EQUITY>             342,034,103
<INTEREST-LOAN>                             15,147,611
<INTEREST-INVEST>                            5,340,235
<INTEREST-OTHER>                                22,916
<INTEREST-TOTAL>                            20,510,762
<INTEREST-DEPOSIT>                           6,718,415
<INTEREST-EXPENSE>                           8,472,571
<INTEREST-INCOME-NET>                       12,038,191
<LOAN-LOSSES>                                  600,000
<SECURITIES-GAINS>                              16,934
<EXPENSE-OTHER>                              8,024,864
<INCOME-PRETAX>                              7,171,964
<INCOME-PRE-EXTRAORDINARY>                   7,171,964
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 5,121,135
<EPS-PRIMARY>                                     2.98
<EPS-DILUTED>                                     2.98
<YIELD-ACTUAL>                                    8.58
<LOANS-NON>                                  3,557,518
<LOANS-PAST>                                   830,532
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                             4,047,883
<CHARGE-OFFS>                                  461,073
<RECOVERIES>                                   100,840
<ALLOWANCE-CLOSE>                            4,287,650
<ALLOWANCE-DOMESTIC>                         4,287,650
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                      1,394,000
        

</TABLE>


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