BAR HARBOR BANKSHARES
10-Q, 1997-05-15
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 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarter ended March 31, 1997.  
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, 1997:

              Common Stock:   1,820,583

PAGE
<PAGE>





                              TABLE OF CONTENTS

<TABLE>
<CAPTION>                                                Page
<S>                                                      <C>
Financial Information
Item I.  Financial Statements

     Consolidated Balance Sheets
    December 31, 1996 and March 31, 1997                  3-4

    Consolidated Statements of Earnings
    Three months ended March 31, 1995, 1996 and 1997      5

    Consolidated Statements of Changes in
    Stockholders  Equity
    Three months ended March 31, 1996 and 1997            6

    Consolidated Statement of Cash Flows
    Three months ended March 31, 1996 and 1997            7-8

    Rate Volume Analysis
    Three months ended March 31, 1996 and 1997            9

    Rate Sensitivity Report
    As of March 31, 1997                                  10

    Notes to Financial Statements                        11-15

Item 2.  Management s Discussion and Analysis of
         Financial Condition and Results of
         Operations                                      16-19

Signature Page                                           20

</TABLE>
PAGE
<PAGE>





        BAR HARBOR BANKSHARES AND SUBSIDIARY
    CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
         MARCH 31, 1997 AND December 31, 1996
<TABLE>
<CAPTION>
<S>                                     <C>          <C>
                                        March 31    December 31,
                                            1997            1996 
    

ASSETS
   Cash and Due from Banks           $  9,857,083  $ 11,298,408
   Federal Funds Sold                           0     2,000,000
   Investment Securities
       Securities available for sale   19,541,404    19,384,433
       Securities held to maturity
        (Market value $82,220,584,
        in 1997; $83,067,746 in 1996)  82,900,482    82,716,836
   Other Securities                     5,448,569     5,623,639
   Loans held for sale                    441,675       336,540 
   Loans, net of allowance for possible
    loan losses of $4,366,173 in 1997 
    And $4,292,995 in 1996            210,320,843   207,667,053
   Premises and Equipment               7,621,612     7,498,046
   Other Assets                         9,050,858     8,617,790
TOTAL ASSETS                         $345,182,526  $345,142,745
   

LIABILITIES AND STOCKHOLDERS  EQUITY
LIABILITIES
   Deposits
       Demand Deposits               $ 33,418,916  $ 35,918,779
       NOW Accounts                    37,597,430    40,529,509
       Savings Deposits                50,833,577    53,085,062
       Time, $100,000 and over         15,748,031    14,611,616 
       Other Time                     106,776,570   107,530,192
   Total Deposits                     244,374,524   251,675,158
   Securities Sold Under Repurchase
       Agreements                       5,393,334     8,246,079
   Advances from Federal Home 
       Loan Bank                       52,550,129    43,908,263
   Other Liabilities                    3,956,342     3,426,320
   Total Liabilities                  306,274,329   307,255,820
   Commitments and Contingent Liabilities
       Capital Stock, Par Value $2
       Authorized 10,000,000 shares
       Issued 1,820,583 in 1997
       and 1,818,237 in 1996            3,641,166     3,636,474
   Surplus                              7,574,170     7,489,127
   Retained Earnings                   29,297,581    28,204,829
PAGE
<PAGE>





       Net Unrealized Appreciation on
       Securities available for sale,
       Net of Tax Expense (Benefit) of 
       ($136,371)in 1997 and tax of 
       $53,321 in 1996                    (264,720)    (103,505)
   Less: Cost of 100,000 shares of
       Treasury Stock                   (1,340,000)  (1,340,000)
TOTAL STOCKHOLDERS  EQUITY              38,908,197   37,886,925
TOTAL LIABILITIES AND STOCKHOLDERS 
   EQUITY                             $345,182,526 $345,142,745
</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>
                             THREE       THREE       THREE
                             MONTHS      MONTHS      MONTHS
                             ENDING      ENDING      ENDING
                             03/31/97    03/31/96    03/31/95

Interest & Fees on Loans     $5,026,419  $5,002,507  $4,413,005
   
Interest & Dividends on      
   Investment Securities:
     Taxable Interest Income  1,595,692  1,468,129    1,243,323
     Non-taxable Interest Inc.   179,565    195,476     215,370
     Dividends                    96,008     85,498     104,376
Federal Funds Sold                 9,183      5,193      16,074  
TOTAL INTEREST INCOME          6,906,867  6,756,803   5,992,148
   

Interest on Deposits            2,138,874 2,307,076   1,794,598
Interest on Borrowings            726,079   509,942     575,408
     
TOTAL INTEREST EXPENSE        2,864,953   2,817,018   2,370,006

Net Interest Income           4,041,914   3,939,785   3,622,142
Provision for Loan Losses       180,000     240,000     240,000
Net Interest Income after
   Provision for Loan Losses  3,861,914   3,699,785   3,382,142
   
Other Income                  1,026,839   1,001,427     883,606
Net Security Gains (Losses)     (55,852)          0           0
Other Expenses:
   Salaries & Employee Ben.   1,459,506   1,401,822   1,208,523
   Other                      1,054,927   1,109,440   1,173,046
   
Income Before Income Taxes    2,318,468   2,189,950   1,884,179
Income Tax Expense              743,953     667,700     575,870  
NET INCOME                   $1,574,515  $1,522,250  $1,308,309
   
PER COMMON SHARE DATA, RESTATED
   FOR FIVE-FOR-ONE SPLIT IN 1995:
   BASED ON 1,713,605 SHARES FOR
   1995, 1,718,237 FOR 1996 AND
   1,720,583 SHARES FOR 1997     $0.92       $0.89       $0.76

DIVIDENDS PER SHARE              $0.28       $0.20       $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, 1995, 1996 AND 1997
                             (UNAUDITED)
<TABLE>
<CAPTION>

                                                                     NET UNREA-                  NET
                                                                     LIZED LOSS                  STOCK-
                          CAPITAL                     RETAINED       ON AVAILABLE  TREASURY      HOLDERS 
                          STOCK         SURPLUS       EARNINGS       FOR SALE      STOCK         EQUITY
<S>                       <C>           <C>           <C>            <C>           <C>           <C>
Balance, 12/31/94          3,619,670     7,314,408     19,118,678       $48,027   (1,340,000)   28,760,783
Net Earnings                                            1,308,309                                 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      $  72,557   ($1,340,000)    $72,557
    $30,155,470

Balance 12/31/95           $3,627,210    $7,368,695   $23,523,626        $ 63,293  ($1,340,000) 33,242,824
Net earnings                                            1,574,515                                 1,574,515
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   $24,754,494    ($   49,273)  ($1,340,000) $34,490,822

Balance 12/31/96           $3,636,474    $7,489,127   $28,204,829    ($  103,505)  ($1,340,000) $37,886,925
Net earnings                                            1,574,515                                  1,574,515
Cash dividends declared                                  (481,763)                                 (481,763)
Net unrealized depreciation
 on securities available for sale,
 net of tax benefit of $189,692                                         (161,215)                  (161,215)
Sale of Stock 
   (2,346 shares)               4,692        85,043                                                  89,735

Balance 03/31/97           $3,641,166    $7,574,170   $29,297,581    ($ 264,720)  ($1,340,000)  $38,908,197

</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>

                                                                     MARCH 31,           MARCH 31
                                                                     1997                1996
<S>                                                                  <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:                                                    
    NET INCOME                                                       $1,574,515          $ 1,522,250 
    
    ADJUSTMENTS TO RECONCILE NET EARNINGS TO                                             
     NET CASH PROVIDED BY OPERATING ACTIVITIES:                                          
         DEPRECIATION                                                   222,578              156,802 
         PROVISION FOR LOAN LOSSES                                      180,000              240,000 
         PROVISION FOR LOSSES ON OTHER REAL ESTATE OWNED                      0               (2,510)
         NEW LOANS ORIGINATED FOR SALE                                (925,290)           (2,894,790)
         PROCEEDS FROM SALE OF MORTGAGES HELD FOR SALE                 861,267             2,892,941
         GAIN ON SALE OF MORTGAGES ORIGINATED FOR SALE                 (27,569)               (6,136)
         NET SECURITIES LOSSES (GAINS)                                  55,852                     0
         NET AMORTIZATION OF BOND PREMIUM                               22,985                64,122
         (GAIN) LOSS ON SALE OF PREMISES AND EQUIPMENT                       0                     0
         NET CHANGE IN OTHER ASSETS                                   (337,212)             (829,220)
         NET CHANGE IN OTHER LIABILITIES                               530,022               753,759 
    NET CASH PROVIDED BY OPERATING ACTIVITIES                        2,113,056             1,897,218

          
                                                                     
CASH FLOWS FROM INVESTING ACTIVITIES:                                                    
    PURCHASES OF SECURITIES HELD TO MATURITY                         (5,053,484)         ( 7,058,576)
    PROCEEDS FROM THE MATURITY & PRINCIPAL PAYDOWNS                  
         OF SECURITIES HELD TO MATURITY                               4,846,744            2,007,718
    PROCEEDS FROM SALE OF SECURITIES HELD TO MATURITY                   119,218            3,500,000       
    PURCHASES OF SECURITIES AVAILABLE FOR SALE                         (500,000)          (3,001,875)       
    PROCEEDS FROM THE MATURITY & PRINCIPAL PAYDOWNS                  
         OF SECURITIES AVAILABLE FOR SALE                                38,853               2,363
    PROCEEDS FROM CALL OF SECURITIES AVAILABLE FOR SALE                  60,021             500,000          
    NET LOANS MADE TO CUSTOMERS                                      (2,860,140)            143,572
    CAPITAL EXPENDITURES                                               (346,144)           (154,462)
    PROCEEDS FROM SALE OF FIXED ASSETS                                        0                   0
    NET CASH USED IN INVESTING ACTIVITIES                            (3,694,932)         (4,061,260)
    
                                                                     
CASH FLOWS FROM FINANCING ACTIVITIES:                                                    
    NET CHANGE IN SAVINGS, NOW AND DEMAND DEPOSITS                   (7,683,427)         (6,686,550)
    NET CHANGE IN TIME DEPOSITS                                         382,793           1,005,002
    NET CHANGE IN REPURCHASE AGREEMENTS                              (2,852,745)           (464,443)
    PROCEEDS FROM FEDERAL HOME LOAN BANK                              3,000,000           9,000,000
    REPAYMENT OF ADVANCES FROM FEDERAL HOME LOAN BANK                (5,000,000)         (4,000,000)      
    NET CHANGE IN SHORT TERM OTHER BORROWED FUNDS                    10,641,866          (1,608,855)
    PROCEEDS OF SALE FROM CAPITAL STOCK                                  89,735             129,696  
    PAYMENTS OF DIVIDENDS                                             (481,763)            (343,647)
     <PAGE>





NET CASH PROVIDED BY FINANCING ACTIVITIES                            (1,903,541)         (2,968,797)
NET INCREASE (DECREASE)IN CASH AND CASH EQUIVALENTS                  (3,441,325)         (5,132,839)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                       13,298,408          12,559,797 
     
CASH AND CASH EQUIVALENTS AT END OF QUARTER                          $9,857,083          $ 7,426,958 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
    CASH PAID DURING THE YEAR FOR:                                                       
         INTEREST                                                    $2,840,619           $2,805,299 
         INCOME TAXES                                                   279,000           $    5,000 
NON-CASH TRANSACTIONS:
    TRANSFER FROM LOANS TO REAL ESTATE OWNED (OTHER ASSETS)                   0           $   70,000
   TRANSFER OF SECURITIES FROM HELD TO MATURITY
         TO AVAILABLE FOR SALE                                                0                    0
</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 MARCH 31, 1997
                              COMPARED TO MARCH 31, 1996
                              INCREASES (DECREASES) DUE TO:
<TABLE>
<CAPTION>
<S>                           <C>            <C>                <C>
                              VOLUME         RATE               NET
LOANS                         $  281,354     $ (257,442)        $   23,912 
TAXABLE SECURITIES            $   74,573     $   63,500            138,073 
TAX EXEMPT SECURITIES         $  (13,112)    $   (2,799)           (15,911)
FEDERAL FUNDS SOLD AND                       
  MONEY MARKET FUNDS          $    3,944     $       46              3,990
TOTAL EARNING ASSETS          $  346,758     $ (196,694)        $  150,064 
                              
DEPOSITS                      $ ( 65,655)    $ (102,547)          (168,202)
BORROWINGS                    $  212,160     $    3,977            216,137 
  TOTAL INTEREST                                                
  BEARING LIABILITIES         $  146,504     $   (98,569)       $   47,935 
NET CHANGE IN INTEREST        $  200,254       ($ 98,125)       $  102,129 
</TABLE>
   
                              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>
      <PAGE>





                INTEREST RATE SENSITIVITY ANALYSIS
                      AS OF MARCH 31, 1997
                           (UNAUDITED)
                      Amounts in Thousands

The following table sets forth the amounts of interest-earning
assets and interest-bearing liabilities outstanding at March 31
1997 which are anticipated by the Bank, based upon certain
assumptions, to reprice or mature in each of the future time
periods shown.
<TABLE>
<CAPTION>
                                               ONE TO     GREATER
                                  TOTAL TO     FIVE       THAN FIVE     
                                  ONE YEAR     YEARS      YEARS         TOTAL
<S>                               <C>          <C>        <C>           <C>          
Loans - Fixed Rate                $ 13,094     $ 34,085   $ 17,868      $ 65,047
      - Variable Rate              117,652       26,616      2,071       146,339
Investments                         36,490       37,474     34,328       108,292
Federal Funds Sold                        0           0          0             0       
Interest Rate Swap                        0      15,000          0        15,000

Total Earning Assets               167,236      113,175     54,267        334,678

Deposits                            141,486     14,521      88,367        244,374
Repurchase Agreements                 5,465          0         725          6,190
Borrowings                           40,122      12,428          0         52,550
Interest Rate Swap                    5,000      10,000          0         15,000

Total Sources                       192,073      36,949     89,092        318,114

Net Gap Position                    (24.837)     76,226    (34,825)        16,564
Cumulative Gap                      (24,837)    $51,389    $16,564        $16,564

Rate Sensitive Assets/
<S>                                      <C>      <C>         <C>          <C>
   Rate Sensitive Liabilities          87.07%     306.30%     60.91%       105.21%
</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 3/4% of its savings is more rate sensitive and
will react to rate changes, and has therefore categorized it in
the one year time horizon. The remainder is stable and is listed
in the greater than five year category. NOW accounts, other than
seasonal fluctuations approximating $4,000,000, are stable and
are listed in the greater than five year category. Money market
accounts are assumed to reprice in three months or less.
Certificates of deposit are assumed to reprice at the date of
contractual maturity. Fixed rate mortgages, totaling $44,000,000
are amortized using the weighted average maturity of 147 months,
with an additional prepayment rate of 11%, which approximates
the Bank s prior experience. PAGE
<PAGE>





             NOTES TO FINANCIAL STATEMENTS DATED MARCH 31, 1997

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 1996 Annual Report.


<TABLE>
<CAPTION>
                                            March 31, 1997
                                            Carrying       Market
                                            Value          Value
<S>   <C>                                   <C>            <C>         
2.    INVESTMENT SECURITIES
      a.  U.S. Treasury and other
             government agencies            $ 19,392,495   $ 18,994,154
      b.  Marketable equity securities           550,000        547,250
      Total Securities Available for Sale   $ 19,942,495   $ 19,541,404

      HELD TO MATURITY
      a.  U.S. Treasury and other
             political subdivisions           62,001,708     61,072,423
      b.  States of the U.S. and other
             political subdivisions           11,857,531     12,138,167
      c.  Corporate bonds                                     9,041,242
         9,009,995
    Total Securities Held to Maturity        $82,900,481    $82,220,585

      OTHER SECURITIES                         5,448,569     $5,448,569
      TOTAL SECURITIES                      $108,291,545   $107,210,558

</TABLE>
      The Bank does not hold any securities for a single issuer which
      exceed 10% of the Bank s stockholders  equity.


<TABLE>
<CAPTION>
                                            March 31,      December 31,
                                            1997           1996
<S>   <C>                                   <C>            <C>
3.    LOANS:
      a.  Commercial, agricultural and
             other loans                    $ 42,210,770   $ 39,451,440
      b.  Real Estate - Construction           7,414,073      8,905,823
      c.  Real Estate - Mortgage             148,062,406    146,361,313
      d.  Installment Loans                   16,999,767     17,241,472
      Total Loans                           $214,687,016   $211,960,048
</TABLE>
PAGE
<PAGE>





4.    CHANGES IN ALLOWANCE FOR POSSIBLE LOAN LOSSES:
<TABLE>
<CAPTION>
                                            March 31,      March 31,
                                            1997           1996
<S>                                         <C>            <C>
Balance, beginning January 1:               $4,292,995     $ 4,047,883 
Provision charged to income                    180,000         240,000
Recoveries of amounts charged                   26,350          29,512
Losses charged to provision                    133,172         148,975      
Balance, ending March 31                    $4,366,173     $ 4,168,420  
</TABLE>

Information regarding impaired loans is as follows for March 31, 1997:
<TABLE>
<S>                                                        <C>
Average investment in impaired loans                       $ 1,913,664
Interest income recognized on impaired loans,
   including interest income recognized on cash basis           18,884
Interest income recognized on impaired loans on
   cash basis                                                   18,884
Balance of impaired loans                                    1,631,523
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                  1,631,523
Portion of allowance for loan losses allocated
   to the impaired loan balance                                118,824
</TABLE>

5.  CHANGES IN ALLOWANCE FOR OTHER REAL ESTATE:
<TABLE>
<CAPTION>
                                          3/31/97     3/31/96    3/31/95
<S>                                       <C>         <C>        <C>
Balance, beginning January 1:             $22,589     $26,000    $30,486
Provision charged to income                     0      (2,510)     9,867      
Losses charged to provision                     0           0          0
Balance, ending March 31                  $22,589     $23,490    $40,353
</TABLE>

6.  The aggregate dollar amount of loans made to directors, executive
officers or principal holders of equity securities as of March 31, 1997 and
December 31, 1996 respectively were:
<TABLE>
<S>                                             <C>           <C>
Aggregate amount, beginning 1/1                 $3,806,555    $3,279,479
New loans                                          228,674       912,044  
Repayments                                          83,992       384,968
Aggregate amount, ending 3/31/97                $3,951,237
Aggregate amount, ending 12/31/96                             $3,806,555
</TABLE>
PAGE
<PAGE>
<PAGE>





7.  OTHER ASSETS:
<TABLE>
<CAPTION>
                                                March 31,     December 31,
                                                1997          1996
<S>   <C>                                       <C>           <C>
a: Interest earned but not paid on:
      Loans                                     $1,726,089    $1,471,216
      Investments                                1,168,578     1,008,678
b.    Other Real Estate Owned                      269,954       270,430
</TABLE>

8.    INCOME TAXES:
      Components of income tax expense for the period ended March 31, 1997
are as follows:

<TABLE>
<S>        <C>                                  <C>
Current
           Federal                              $680,789
           State                                  26,017

           Deferred                               37,147
                                                $743,953
</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, 1997

<TABLE>

           <S>                                  <C>
           Computed tax expense                 $ 785,552
           Tax exempt interest                    (64,476)
           Other                                $  22,877
                                                $ 743,953
</TABLE>
PAGE
<PAGE>





At March 31, 1997, items giving rise to the deferred income tax assets and
liabilities, using a tax rate of 34%, are as follows:
<TABLE>
<CAPTION>
                                                ASSET         LIABILITY
<S>                                             <C>           <C>
Allowance for possible losses on loans
   And real estate owned                        $1,330,138
Deferred and accrued employee benefits             936,499
Deferred loan origination fees                      60,051
Security losses not currently deductible                 0
Core deposit intangibles                            84,221
Depreciation                                             0        78,850
Other                                                8,595
                                                $2,419,504    $   78,850
</TABLE>

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


<TABLE>
<CAPTION>
<S>                                             <C>           <C>
9.  INCOME TAX EXPENSE:                         1997          1996

Federal Income Tax                              $717,936      $644,549
State Income Tax                                  26,017        23,151
</TABLE>
PAGE
<PAGE>





                                            MANAGEMENT S DISCUSSION AND ANALYSIS

            The  following  is  the  review  of the results of operations for
March  31,  1997,  as  compared to March 31, 1996, showing earnings with a 3%
increase, and changes in the balance sheet of $19,000,000 or approximately 6%
over  last  year.  Total loans have grown by almost $13,000,000 over the past
twelve months, with the investment portfolio remaining constant over the past
year.  Purchases  in  the  Bank  s  investment portfolio totaled in excess of
$15,000,000;  however,  maturities  and  principal  paydowns  from the Bank s
mortgage  backed  securities  portfolios were comparable for the same period.
Purchases  were made of US Government sponsored debentures or mortgage backed
pools.  Unrealized  gains and losses showed a negative balance for the second
year  in  a  row  and  continue  to  be  indicative  of  the current economic
marketplace with interest rates rising abruptly and presumed to be temporary.
This  is  also  visible  in  the  total market value of the portfolio that is
currently  $1,080,000  below book value. However, the portfolio is earning in
excess  of  7%.  The  Bank  holds  one  structured  note,  a  10-year step up
government  agency debenture, which steps annually by 1/8 of 1% after another
two years at 7%.

            The  loan  growth  of almost $13,000,000 from March 31, 1996, has
been  predominantly  in  loans  secured  by  real  estate.  This 6% growth is
comparable  to  the growth between 1995 and 1996, which was also attributable
to  loans  secured  by  real  estate. The Bank continues to experience strong
competition  from  other  financial  institutions within its marketplace. Its
strength  lies  in the relationships built with our customers and the ability
to offer prompt service in response to their needs.

            Funding   for  the  asset  growth  has  come  predominantly  from
increases in advances from the Federal Home Loan Bank totaling $16,500,000 as
those  funds became less costly than traditional deposit products. A year ago
the  bank  had  increased  its  deposits by $23,255,000 more than in March of
1995,  through  CD  campaigns that brought in funds for periods of one to two
years.  Those  campaigns offered national market rates and affected only that
specific  portion  of total deposits, thereby not increasing existing deposit
costs.  As those funds began to mature in mid-1996, which is visible with the
reduction  in  time  deposits  between March 1996 and 1997 of $6,600,000, the
Bank  elected  to  switch  to  the  Federal  Home  Loan Bank as its source of
replacement for some of those funds.

            Similarly,  between  March  1995 and 1996, the Bank increased its
advances from the Federal Home Loan Bank 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 its serves. The Bank
PAGE
<PAGE>





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  14%  for the past twelve months. Liquidity as
measured  by  the  Basic Surplus/Deficit model was 17.2% as of March 31, 1996
for the 30-day horizon and 18.8% for the 90-day horizon.

            How  changes  in  the balance sheet have affected the Bank may be
viewed  through the earnings statement for the periods ending March 31, 1995,
1996  and  1997. With growth of 6% in the Bank s balance sheet, earnings grew
by  $52,000.  In comparison, the Bank experienced a very strong first quarter
in  1996  in comparison to the first quarter of 1995 and which produced a 16%
increase over net income earnings during the first three months of 1995.

            Interest  income  is  affected  by  rates, volumes and the mix of
earning  assets  and interest bearing liabilities. For the first three months
of  1996, net interest income increased by $100,000 and may be broken down as
follows.  The  loan  portfolio yielded the Bank additional interest income of
$280,000  through increases in volumes, but experienced offsetting decreasing
in  interest  income totaling $257,000 due to decreases in rates, leaving the
growth  in  loan  interest income virtually flat over the past twelve months.
Yields  on  loans  decreased  by  21 basis points from March 1996 to March of
1997,  following  a  year in which they had increased from 1995 to 1996 by 24
basis  points.   Looking at the comparison in dollars of interest earned from
1995  to  1996,  loan  interest  income  was  increased by $590,000, achieved
through  increases  in  volume  totaling  $315,000  and increases in rates of
$275,000.

            Although  the investment portfolio did not grow between the years
ended March 31, 1996 and 1997, the portfolio changed as securities matured or
were called. Total investment income grew by $126,000, with increases in both
rates  and  volumes  on  those  securities  which  are taxable ($142,000) and
decreasing  in  both  rates and volumes on tax exempt securities owned by the
Bank  ($16,000).  The  yield  on the entire securities portfolio went up just
slightly  (6  basis points) during this period. At March 31, 1996, investment
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.

            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  several  years.  At  March  31,  1997,  the Bank s cost of deposits had
decreased  by  $168,000, $65,000 due to reductions in volumes of certificates
of  deposit  and  $102,000 due to reductions in rates. The cost of borrowings
increased  by  $216,000,  which  is  comprised  of  $212,000 due to increased
volumes  (of  $16,500,000  as  mentioned  earlier)  and  only $4,000 increase
attributed  to  rate  increases.  The  cost  of purchased funds over the past
twelve months has increased by 8.5 basis points. As stated previously, during
1995  and 1996, the Bank promoted certificates of deposit at current national
market  rates  and attracted funds, which only increased the cost of funds on
those particular CDS. The Bank s cost of interest bearing funds increased by
PAGE
<PAGE>





$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.

            The  Bank  is  positioned  well  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  $60,000 during the second year of the
drop,  while increasing its income in the first year by $220,000. This may be
seen  in  the Interest Rate Sensitivity Analysis enclosed showing that during
the  first  year  the Bank has almost $25,000,000 fewer assets repricing than
liabilities.  If  rates  were  to  rise  by  200 basis points, the Bank could
experience  a drop in interest income in the first year by $115,000, but pick
up additional interest earnings in the second year by $90,000.

            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 1990s. The ratio for the reserve for possible loan losses has been
over 2% for the past three years, with a ratio of 2.03% as of March 31, 1997.
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  under writing 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 are estimated at $500,000 for 1997,
with  first  quarter  1997 charge offs totaling $133,000 compared to $149,000
during the first quarter of 1996. 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  became current in the second quarter of 1996 and the other secured SBA
financing.

<TABLE>
<CAPTION>
Category                        1997           1996            1995
<S>                            <C>             <C>             <C>
90-day past due and
   still accruing              $  1,302,437    $  1,247,941    $    189,904
Non-accruing                      3,207,492       3,289,461       4,184,679
Total                             4,509,929       4,537,402       4,374,583

Gross loans                    $214,687,016    $201,502,682    $190,459,413

Percentage of gross loans         2.10%           2.25%            2.30%
</TABLE>
PAGE
<PAGE>





            In reviewing non-interest income and non-interest expense for the
period  between  March  31,  1996  and  1997, there are no categories showing
significant  changes  with  dollars not exceeding $60,000 or more than 4% for
any major category. The following is a discussion of the changes between 1995
and  1996.  The  first  three months 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.
            
            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.

            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.

            The  Bank  s  capital  to  asset  ratio is 11.6% and the Bank far
exceeds  the required risk based capital ratio of 8% with its Tier 1 ratio of
18.3%  and total capital ratio of 19.5% or additional capital of $21,800,000.
These  ratios compare favorably to March 31, 1996 when the capital to average
asset  ratio  was  10.6%,  Tier  1  and total capital ratios compared to risk
weighted assets were 16.1% and 17.4% respectively.

            SFAS  No.  125 and 127 relate to the accounting for transfers and
servicing  of  financial assets and extinguishment of certain liabilities and
were  adopted  effective January 1, 1997. The adoption of these standards has
had no material effect on the financial statements.

            SFAS  No.  128 relates to the computation for earnings per share.
The effect of adopting SFAS 128 has not been determined as of March 31, 1997.<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, 1997                  Sheldon F. Goldthwait, Jr.
                                    President


                                    Virginia M. Vendrell /s/

Date: May 15, 1997                  Virginia M. Vendrell
                                    Senior Vice President, Treasurer
                                    and Chief Financial Officer



PAGE
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 9
<CIK> 0000743367
<NAME> BAR HARBOR BANKSHARES
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                       9,857,083
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 19,541,404
<INVESTMENTS-CARRYING>                      82,900,482
<INVESTMENTS-MARKET>                        82,220,584
<LOANS>                                    214,687,016
<ALLOWANCE>                                (4,366,173)
<TOTAL-ASSETS>                             345,182,526
<DEPOSITS>                                 244,374,524
<SHORT-TERM>                                43,943,463
<LIABILITIES-OTHER>                          3,956,342
<LONG-TERM>                                 14,000,000
                                0
                                          0
<COMMON>                                     3,641,166
<OTHER-SE>                                  35,267,031
<TOTAL-LIABILITIES-AND-EQUITY>             345,182,526
<INTEREST-LOAN>                              5,026,419
<INTEREST-INVEST>                            1,871,265
<INTEREST-OTHER>                                 9,183
<INTEREST-TOTAL>                             6,906,867
<INTEREST-DEPOSIT>                           2,138,874
<INTEREST-EXPENSE>                           2,864,953
<INTEREST-INCOME-NET>                        4,041,914
<LOAN-LOSSES>                                  180,000
<SECURITIES-GAINS>                            (55,852)
<EXPENSE-OTHER>                              2,514,433
<INCOME-PRETAX>                              2,318,468
<INCOME-PRE-EXTRAORDINARY>                   2,318,468
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,574,515
<EPS-PRIMARY>                                      .92
<EPS-DILUTED>                                      .92
<YIELD-ACTUAL>                                    8.78
<LOANS-NON>                                  3,289,461
<LOANS-PAST>                                 1,247,941
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                367,000
<ALLOWANCE-OPEN>                             4,292,995
<CHARGE-OFFS>                                  133,172
<RECOVERIES>                                    26,350
<ALLOWANCE-CLOSE>                            4,366,173
<ALLOWANCE-DOMESTIC>                         4,366,173
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                        683,000
        

</TABLE>


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