BNH BANCSHARES INC
10-Q, 1996-08-14
STATE COMMERCIAL BANKS
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                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                                  Form 10-Q

                 QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended June 30, 1996      Commission File Number 0-14018

                           BNH BANCSHARES, INC.

         (Exact name of Registrant as specified in its charter)



        CONNECTICUT                       06-1126899
   (State of incorporation            (I.R.S. Employer Identification
    or organization)                              Number)


          209 CHURCH STREET, NEW HAVEN, CONNECTICUT 06510
              (Address of principal executive offices)

Registrant's telephone number, including area code (203) 498-3500


Former name, former address and former fiscal year, if changed since
last report   NONE

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

                     YES [ X ]      NO [   ]


Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.


       CLASS                                       August 11, 1996

  Common Stock (no par value)                          3,683,662


<PAGE>

BNH BANCSHARES, INC.


PART I.  FINANCIAL INFORMATION



Item 1.   Financial Statements:                                 Page


Consolidated Statement of Financial Position 
as of June 30, 1996 and December 31, 1995                         3


Consolidated Statement of Income for the three and six    
months ended June 30, 1996 and June 30, 1995                      4


Consolidated Statement of Changes in Shareholders' 
Equity for the six months ended June 30, 1996 and 
June 30, 1995                                                     5


Consolidated Statement of Cash Flows for the six 
months ended June 30, 1996 and June 30, 1995                      6


Notes to Consolidated Financial Statements                        7



Item 2.   Management's Discussion and Analysis of 
          Financial Condition and Results of Operations           8



Part II.  Other Information

Items 1-3 Not Applicable                                          26
 
Items 4   Submission of Matters to a Vote of 
          Security-Holders                                        26

Item 5    Not Applicable                                          27

Item 6    Exhibits and Reports on Form 8-K                        27

          SIGNATURES                                              28


</PAGE>
<TABLE>
<CAPTION>
                                        BNH BANCSHARES, INC.
                            CONSOLIDATED STATEMENT OF FINANCIAL POSITION



<S>                                     <C>                <C>   
ASSETS                                  June 30, 1996      Dec. 31, 1995
                                        ______________     _____________
                                          (unaudited)
Cash and due from banks                 $ 22,192,914       $ 19,818,406
Federal funds sold                         5,250,000          5,800,000
Investment securities:
 Held to Maturity, at amortized cost      23,835,075         23,830,868
 Available for Sale, at market value      41,627,364         42,766,901
Loans less unearned discount             213,070,590        204,495,433
Less allowance for loan losses            (4,722,769)        (5,892,675)
                                         ___________        ___________ 

Loans - net                              208,347,821        198,602,758

Property and equipment-net                 3,874,551          3,891,749
Accrued interest receivable                2,080,231          2,052,832
Other real estate owned                    1,672,565            614,272
Other assets                               1,959,171          1,533,294
                                         ___________        ___________

TOTAL                                   $310,839,692       $298,911,080

LIABILITIES AND 
SHAREHOLDERS' EQUITY
Deposits:
 Demand deposits                        $ 53,852,590       $ 52,320,298
 NOW accounts                             45,476,580         44,018,506
 Money market accounts                    30,019,264         29,395,173
 Savings deposits                         32,808,334         32,508,789
 Time deposits under $100,000            109,019,139        103,719,077
 Time deposits $100,000 or more           14,421,897         14,802,638
                                         ___________        ___________
Total deposits                           285,597,804        276,764,481

FHLB Advances                              7,842,635          5,546,683
Accrued interest payable                     419,875            404,262
Other liabilities                            437,931            602,931
                                         ___________        ___________
Total liabilities                        294,298,245        283,318,357

Shareholders' equity:
Common stock, $.01 stated value, par
value $1, issued 3,688,439 shares
Authorized 30,000,000                         36,884             36,884
Capital surplus                           47,645,186         47,634,086
Undivided profit/(loss)                  (30,076,909)       (31,581,840)
Net unrealized losses on investment         (816,543)          (249,216)
Treasury stock (4,777 shares)               (247,171)          (247,171)
                                        _____________      _____________
Total shareholders' equity                 16,541,447         15,592,723 
                                        _____________      _____________
TOTAL                                    $310,839,692       $298,911,080 


See accompanying Notes to Consolidated Financial Statements.
</TABLE>
<PAGE>
<TABLE>

<CAPTION>
                                         BNH BANCSHARES, INC.
                                 CONSOLIDATED STATEMENT OF OPERATIONS
                                              (Unaudited)


                          Three Months Ended June 30,    Six Months June 30,
                           1996            1995           1996          1995
INTEREST INCOME:
<S>                    <C>             <C>            <C>         <C>
Loans                  $4,483,177      $4,694,075     $8,910,408  $9,286,380
Investment 
securities:
 Held to maturity         323,555         491,511        652,908     994,899
 Available for sale       617,587         474,126      1,199,710     941,154
Federal funds sold         38,853         123,307         88,587     131,207
                       __________      __________     __________  __________
Total interest income   5,463,171       5,783,019     10,851,613  11,353,640

INTEREST EXPENSE:
Time deposits 
$100,000 or more          197,734         193,667        396,191     333,155
Time deposits 
under $100,000          1,494,126       1,562,528      2,968,131   2,922,389
Other deposits            588,905         635,771      1,172,376   1,185,985
Other borrowings          107,978         148,296        213,929     335,636
                        _________       __________    __________  __________
Total interest 
expense                 2,388,745       2,540,262      4,750,627   4,777,165
                        _________       __________    __________  __________
NET INTEREST INCOME     3,074,425       3,242,757      6,100,986   6,576,475
PROVISION FOR LOAN 
LOSSES                  (526,000)       (894,000)    (1,102,000) (2,288,000)
                       __________     ___________    __________  __________
NET INTEREST INCOME 
AFTER PROVISION FOR 
LOAN LOSSES             2,548,425       2,348,757      4,998,986   4,288,475 

OTHER INCOME:
Service charges           549,556         545,094      1,058,369   1,080,439
Other income              303,961         203,087        575,682     356,599
Net gain on 
investment securities           0           5,710          7,242       5,710 
                        _________       __________    __________   _________
Total other income        853,517         753,891      1,641,293   1,442,748
                        _________       __________    __________   _________
OPERATING EXPENSES:
Salaries and employee 
  benefits              1,440,006       1,349,128      2,811,346   2,710,667
Occupancy                 318,218         305,233        672,646     640,373
Advertising and 
  promotion               140,808         157,754        226,432     271,273
Office stationery 
  and supplies             83,633          57,823        159,291     111,256
Examination and
  professional fees       182,046         144,146        383,467     292,375
Insurance                 108,303         264,140        215,276     529,793
Other real estate 
  owned                    20,182         133,434         66,426     302,288
Other                     572,626         473,548      1,060,965     919,332
                        _________       __________     _________   _________
Total operating 
  expenses              2,865,821       2,885,206      5,595,849   5,777,357

NET INCOME(LOSS) 
BEFORE INCOME TAXES       536,121         217,442      1,044,430     (46,134)

(BENEFIT)PROVISION 
FOR INCOME TAXES         (235,000)          5,000       (460,500)   (480,500)
                        _________      ___________     _________   _________
NET INCOME               $771,121        $212,442     $1,504,930    $434,366 


NET INCOME PER 
  COMMON SHARE              $0.21           $0.06          $0.41       $0.12 

Weighted average 
  number of common
  shares outstanding
  during the period     3,688,307        3,681,663      3,687,378   3,681,663

See accompanying Notes to Consolidated Financial Statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                       BNH BANCSHARES, INC.
                CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
                                           (Unaudited)


                                             June 30, 1996      June 30, 1995
                                            ______________     ______________
<S>                                          <C>               <C>

SHAREHOLDERS' EQUITY at beginning 
  of period                                  $15,592,723        $12,355,659

Net income                                     1,504,930            434,366 
Change in unrealized appreciation 
  (depreciation) on investment securities 
  available for sale                            (567,327)         1,198,269
Proceeds from stock options exercised 
  2nd quarter                                     11,120
                                              ___________        ___________

SHAREHOLDERS' EQUITY at end of period        $16,541,447        $13,988,294


See accompanying Notes to Consolidated Financial Statements.

</TABLE>

<PAGE>
<TABLE>
                                              BNH BANCSHARES, INC.
                                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                                   (Unaudited)

                                                  Six months ended June 30,   
                                                1996                   1995
                                               _____________________________
<S>                                              <C>             <C>
OPERATING ACTIVITIES
Net income                                       $ 1,504,930     $   434,366 
Adjustments for items not affecting cash:
 Provision for loan losses                         1,102,000       2,288,000
 Depreciation and amortization of property 
 and equipment                                       226,286         260,220
 Amortization of bond premiums and discounts        (132,552)        (42,484)
 Gain from the sale of available for sale 
 securities                                           (7,242)              0
 Loss/writedown on other real estate owned            22,077         278,279
 (Increase) in interest receivable                   (27,399)        (39,748)
 Increase in interest payable                         15,613          87,629 
 Other,net                                          (590,874)       (350,101)
                                                    _________       _________

Net cash provided by operating activities          2,112,839       2,916,161
                                                    _________       _________

FINANCING ACTIVITIES
Net increase(decrease) in demand, NOW, money 
 market and savings accounts                       3,914,002      (7,544,592)
Net increase in time deposits                      4,919,321       9,752,574 
Net (decrease)in federal funds purchased and         
 securities sold under repurchase agreements               0      (2,291,352)
Proceeds from FHLB advances                        2,295,952       2,182,160
                                                 ___________      __________

Net cash provided by financing activities         11,129,275       2,098,790 
                                                 ___________      __________

INVESTING ACTIVITIES
Net (increase)decrease in federal funds sold         550,000      (4,200,000)
Maturities of securities held to maturity                  0       2,100,000
Maturities of securities available for sale       17,049,185       2,046,968
Purchase of securities available for sale        (16,351,781)    (12,484,619)
Proceeds from the sale of available for sale 
 securities                                           10,392       7,024,703
Net loans originated and matured                 (10,847,063)     (2,697,615)
Proceeds from sale of other real estate owned        609,981         694,011
Purchase/capitalization of OREO property          (1,690,352)
Purchase of property and equipment                  (209,088)       (140,517)
                                                  ___________     ___________

Net cash used by investing activities            (10,878,726)     (7,657,069)

SUPPLEMENTAL DATA
Cash received upon exercising stock options           11,120

(Decrease)increase in cash                         2,374,508      (2,642,118)

Cash and due from banks at beginning of year      19,818,406      22,011,625
                                                 ___________     ___________

Cash and due from banks at end of period         $22,192,914     $19,369,507


Cash paid for:
 Interest expense                                $ 4,735,012     $ 4,689,536
 Income taxes                                    $    15,500     $    23,500

</TABLE>

Non-cash transfers from loans receivable to other real estate owned were
$575,126 and $96,000, for the six months ending June 30, 1996 and 1995,
respectively.

Non-cash transfers from other real estate owned to loans receivable were
$252,800 for the six months ending June 30, 1995.  There were no cash
transfers from other real estate owned to loans receivable for the six months
ended June 30, 1996.

See accompanying Notes to Consolidated Financial Statements.



BNH BANCSHARES, INC.

Notes to Consolidated Financial Statements

1.  Basis of Presentation

The accompanying consolidated financial statements are unaudited and include
the accounts of BNH Bancshares, Inc. (the "Company") and its subsidiaries,
The Bank of New Haven (the "Bank") and Northeastern Capital Corporation.  The
financial statements reflect, in management's opinion, all appropriate
adjustments consisting of normal recurring adjustments necessary for a fair
presentation of the Company's financial position, the results of its
operations and the change in its cash flows for the periods presented.  These
financial statements should be read in conjunction with the financial
statements and notes thereto included in the Company's 1995 Annual Report to
Shareholders.

All per share data disclosed has been adjusted to reflect a one-for-four
reverse stock split of the Company's issued common stock which shareholders
voted to approve at the Company's Annual Meeting on April 23, 1996.

<TABLE>

2.    Loan Portfolio

                                        June 30,            Dec. 31,
                                        1996                 1995

                                           (dollars in thousands)
<S>                                    <C>                  <C>
Commercial                             $ 53,706             $ 58,746
Real estate:
Construction                                750                  400
Commercial mortgage                      53,711               54,518
Residential mortgage                     50,279               45,399
Consumer                                 54,625               45,433
                                       ________             ________
Total loans                             213,071              204,496

Allowance for loan losses                (4,723)              (5,893)
                                       ________             ________
Loans - net                            $208,348             $198,603

</TABLE>



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


The Company earned net income for the six months ended June 30, 1996 of
$1,505,000 as compared to $434,000 for the same 1995 period. Net income for
the three months ended June 30, 1996 was $771,000 as compared to $212,000 for
the same 1995 period. The most significant difference when comparing both the
three month and six month financial results of 1996 and 1995 was the
Company's provision for loan losses. Provisions for loan losses were
$1,102,000 for the six month period ended June 30, 1996 compared to
$2,288,000 for the same 1995 period. During the first six months of 1996, the
Company also experienced lower OREO expense as compared to the same 1995
period.  Losses on sales of OREO properties and writedowns of real estate
values of OREO properties were $22,000 for the six month period ended June
30, 1996, as compared to $278,000 for the same 1995 period. Insurance Expense
decreased significantly during the first six months of 1996, to $215,276 from
$529,793 for the same 1995 period.  This is largely due to a decrease in
premiums assessed on the Company by the FDIC.  In addition, as a result of
the Company's improving profitability and its available net operating loss
carryforwards, the Company recognized noncurrent deferred tax benefits of
$476,000 during the first six months of 1996.
  
The return on average assets was 1.00% for the six months ended June 30, 1996
compared to .30% for the same 1995 period.  Net income was $0.21 for the
three months ended June 30, 1996 compared with $0.06 per share for the three
months ended June 30, 1995. Net income was $0.41 per share for the six months
ended June 30, 1996 compared with $0.12 per share for the same 1995 period. 
All per share data has been adjusted for a recent reverse stock split which
occurred during the second quarter of 1996.


REGULATORY MATTERS

The Federal Deposit Insurance Corporation ("FDIC"), after completion of a
joint examination of the Bank with the Connecticut Banking Department as of
December 31, 1995, has removed its Memorandum of Understanding (the
"Memorandum"), issued on May 16, 1995.  The Memorandum required, among other
things, that the Bank achieve certain Tier 1 leverage and total risk-based
capital requirements.  The Bank was required to have a Tier 1 leverage
capital ratio of at least 5% by June 30, 1996 and 6% by June 30, 1997.  Also,
the Bank was required to maintain a total risk-based capital ratio of at
least 8% throughout the existence of the Memorandum.  As of September 30,
1995, the Bank met the first capital target identified in the Memorandum, as
its Tier 1 leverage capital and total risk-based capital ratios were 5.0% and
8.8%, respectively.  As of June 30, 1996, the Bank's Tier 1 leverage capital
and total risk-based capital ratios are 5.7% and 9.7%.  The Company
anticipates that it will achieve the second Tier 1 leverage capital ratio
requirement, 6%, through future earnings.  In removing the Memorandum, the
FDIC and the Company have agreed that the Company will continue efforts
toward meeting the capital goals outlined in the Memorandum, notify the State
regulators prior to paying dividends, and establish a goal for the end of
1996 that classified assets will be equal to 40% of total capital and
eligible reserves; and, at the end of 1997, that this ratio will be 30%.


NET INTEREST INCOME

Net interest income is the difference between the interest earned on loans
and investments and the interest paid on deposits and other borrowings.  

Net interest income was $6,101,000 for the six month period ended June 30,
1996 compared to $6,576,000 for the same 1995 period, representing a decrease
of $475,000, or 7%.  Net interest income was $3,074,000 for the three month
period ended June 30, 1996 compared to $3,242,000 for the same 1995 period,
representing a decrease of $168,000, or 5%.  The decrease in net interest
income for both the three and six month comparative periods is primarily
attributed to both decreased yields on and lower levels of average earning
assets partially offset by a proportionately smaller decrease in the levels
of average paying liabilities.  Although the yields on average paying
liabilities decreased 12 basis points when comparing the three month periods
ended June 30, 1995 and June 30, 1996, the yields increase by 6 basis points
when comparing the respective 6 month periods.

The net interest margins for the six month periods ended June 30, 1996 and
1995 were 4.47% and 4.72%, respectively, a decrease of 25 basis points. The
net interest margins for the three months ended June 30, 1996 and 1995 were
4.45% and 4.57%, respectively, a decrease of 13 basis points.

Interest income decreased to $10,852,000 for the six months ended June 30,
1996 from $11,354,000 for the same 1995 period, a decrease of $502,000, or
4.4%. Interest income decreased to $5,463,000 for the three months ended June
30, 1996 from $5,783,000 for the same 1995 period, a decrease of $320,000, or
6%. The Company's average earning assets decreased to $274,257,000 for the
six months ended June 30, 1996 from $280,914,000 for the same 1995 period, or
2%. The reduction in interest income can be primarily attributed to a
decrease in both the average loan and investment portfolios.

Interest expense decreased to $4,751,000 for the six months ended June 30,
1996 from $4,777,000 for the same 1995 period, a decrease of $26,000, or
 .54%. Interest expense decreased to $2,389,000 for the three months ended
June 30, 1996 from $2,540,000 for the same 1995 period, a decrease of
$151,000, or 6%. This decrease reflects the reduction in average paying
liabilities and their associated interest rates from June 30, 1995 to June
30, 1996. Average paying liabilities decreased to $228,000 for the six months
ended June 30, 1996 from $234,010,000 for the same period in 1995, a decrease
of $5,354,000, or 2.3%.  The Company's average interest rate on paying
liabilities increased 6 basis points from 4.12% for the six months ended June
30, 1995 to 4.18% for the six months ended June 30, 1996. The Company
anticipates that upward pressure on market interest rates for deposits during
the next six months will continue to increase the Company's overall cost of
funds during the remainder of 1996.  

<PAGE>
<TABLE>
<CAPTION>
                           Three Months Ended June 30, 
                            (in thousands of dollars)
                                   (Unaudited)


                                 1996          |              1995
<S>                <C>      <C>       <C>      |  <C>       <C>       <C>
                   Average            Average  |  Average             Average
ASSETS             Balance  Interest  Yield    |  Balance   Interest  Yield
                                               |
Investments:                                   |
 Held to Maturity,                             |
 at amortized cost  $ 23,834  $  323    5.46%  |  $ 36,685   $  491   5.37%
                                               |
 Available for                                 |
 Sale(2)              42,055     618    5.91%  |     31,476     474   6.04%
                                               |
Federal funds sold     2,920      39    5.35%  |      8,595     124   5.78%
                                               |
Loans - net(1)       208,789   4,483    8.64%  |    208,012   4,694   9.05%
                    ________   ______   _____  |   ________   ______  _____
                                               |
Total average                                  |
earning assets (1)  $277,598   $5,463   7.92%  |   $284,768   $5,783  8.15%
                                               |
INTEREST BEARING                               |
LIABILITIES                                    |
____________________________                   |
Deposits:                                      |
                                               |
NOW accounts        $ 40,590   $  151   1.50%  |   $ 37,765   $  164  1.75%
                                               |
Money markets         29,039      244   3.37%  |     30,512      251  3.30%
                                               |
Savings deposits      30,384      194   2.57%  |     31,826      220  2.77%
                                               |
Time deposits                                  |
under $100,000       109,225    1,494   5.50%  |    114,277    1,562  5.48%
                                               |
Time deposits over                             |
$100,000 or more      14,629      198   5.44%  |     14,442      194  5.38%
                    ________   ______   _____  |   ________   ______  _____
Total interest                                 |
bearing deposits    $223,867   $2,281   4.10%  |   228,7822   $2,391  4.19%
                                               |
Other borrowings       7,705      108   5.64%  |      9,551      149  6.26%
                    ________   ______   _____  |   ________   ______  _____
Total interest                                 |
bearing deposits                               |
& other borrowings  $231,572   $2,389   4.15%  |   $238,373   $2,540  4.27%
                                               |
Net interest                                   |
income                         $3,074          |              $3,243
                                               |
Interest rate                                  | 
spread (1)                              3.77%  |                      3.88%
                                               |
Net interest                                   |
margin (1)                              4.45%  |                      4.57%

(1) Interest rate spread represents the difference between the weighted
average yield on interest-earning assets and the weighted average cost of
interest-bearing liabilities (which do not include non-interest bearing
demand accounts), and net interest margin represents net interest income as a
percentage of average interest-earning assets, including the average daily
amount of non-performing loans.

(2) The average balance and related weighted average yield calculations are
based on average historical amortized cost for the period presented.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
              For the Year to Date period ended June 30,
                      (in thousands of dollars)
                             (Unaudited)

                                 1996          |               1995
<S>                <C>      <C>       <C>      |  <C>      <C>        <C>
                   Average            Average  |  Average             Average
ASSETS             Balance  Interest  Yield    |  Balance  Interest   Yield
                                               |
Investments:                                   |
 Held to Maturity,                             |
 at amortized cost $ 23,833  $  653   5.51%    |  $ 37,239   $  994    5.38%
                                               |
 Available for                                 |
 Sale(2)             41,048   1,200   5.88%    |    31,080      942    6.11%
                                               |
Federal funds sold    3,377      89   5.28%    |     4,547      132    5.86%
                                               |
Loans - net(1)      206,000   8,910   8.70%    |   208,048    9,286    9.00%
                   ________   ______  _____    |  ________   ______    _____
                                               |
Total average                                  |
earning assets (1) $274,257  $10,852  7.96%    |  $280,914  $11,354    8.15%
                                               |
INTEREST BEARING                               |
LIABILITIES                                    |
____________________________                   |
Deposits:                                      |
                                               |
NOW accounts       $ 40,021  $  299   1.50%    |   $ 37,904   $  329    1.75%
                                               |
Money markets        29,004     483   3.35%    |     26,617      406    3.07%
                                               |
Savings deposits     30,840     391   2.55%    |     32,730      451    2.78%
                                               |
Time deposits                                  |
under $100,000      106,703   2,968   5.59%    |    112,629    2,922    5.23%
                                               |
Time deposits over                             |
$100,000 or more     14,628     396   5.45%    |     13,085      333    5.13%
                   ________  ______  ______    |   ________   ______    _____
Total interest                                 |
bearing deposits   $221,196  $4,537   4.12%    |   $222,964   $4,441    4.02%
                                               |
Other borrowings      7,460     214   5.77%    |     11,045      336    6.13%
                   ________  ______   _____    |   ________   ______    _____
Total interest                                 |
bearing deposits                               |
& other borrowings $228,656  $4,751   4.18%    |   $234,010   $4,777    4.12%
                                               |
Net interest                                   |
income                       $6,101            |              $6,577
                                               |
Interest rate                                  | 
spread (1)                            3.78%    |                        4.03%
                                               |
Net interest                                   |
margin (1)                            4.47%    |                        4.72%


(1) Interest rate spread represents the difference between the weighted
average yield on interest-earning assets and the weighted average cost of
interest-bearing liabilities (which do not include non-interest bearing
demand accounts), and net interest margin represents net interest income
as a percentage of average interest-earning assets, including the average
daily amount of non-performing loans.

(2) The average balance and related weighted average yield calculations
are based on average historical amortized cost for the period presented.

</TABLE>
OTHER INCOME

Other income increased $198,000, or 14%, to $1,641,000 for the six months
ended June 30, 1996 from $1,443,000 for the same 1995 period. In
addition, other income increased $100,000, or 13%, to $854,000 for the
three months ended June 30, 1996 from $754,000 for the same 1995 period. 
This increase is primarily due to increased revenue from mortgage
placement fees and installment loan origination fees.  Mortgage placement
fees, which are fees the company earns for originating residential first
mortgage applications increased $77,000 or 113% for the six months ended
June 30, 1996 to $145,000 from $68,000 for the six month period ended
June 30, 1995 and $34,000 or 89% for the three months ended June 30, 1996
to $72,000 from $38,000 for the three month period ended June 30, 1996. 
Installment loan placement fees, which are fees the Company earns for
originating installment loan applications, increased $89,000 or 636% for
the six months ended June 30, 1996 to $103,000 from $14,000 for the same
1995 period and increased $78,000 for the three month period ended June
30, 1996 to $83,000 from $5,000 for the same 1995 period.  The aggressive
increase in such fees is a result of the Company's active participation
in loan placement programs where both mortgage and installment loans are
brokered or sold to third party financial institutions.


PROVISION FOR LOAN LOSSES

The provision for loan losses charged to operations reflects management's
analysis of the loan portfolio and determination of an adequate allowance
for loan losses to provide for probable losses in the loan portfolio. 
The potential for loss in the portfolio reflects the risks and
uncertainties inherent in the extension of credit.

The determination of the adequacy of the allowance for loan loss is based
upon management's assessment of risk elements in the portfolio, factors
affecting loan quality and assumptions about the economic environment in
which the Company operates.  The Company utilizes a loan grading system,
based upon FDIC parameters, and utilizes that assessment of the overall
quality of the loan portfolio in the process of determining an adequate
allowance for loan loss level.  This system involves an ongoing review of
the commercial and real estate loan portfolios, with added emphasis on
the Company's larger commercial credits and nonperforming loans.  Various
factors are involved in determining the loan grade, including the cash
flow and financial status of the borrower, the existence and nature of
collateral, and general economic conditions and their impact on the
borrower's industry.  These reviews are dependent upon estimates,
appraisals and judgments, which can change quickly due to economic
conditions and the Company's perceptions as to how these conditions
affect the collateral securing its current and past due loans as well as
the borrower's economic prospects.  In each reporting period, the
allowance for loan losses is reviewed based on the most recent loan
grading data and is adjusted to the amount deemed necessary, in the
Company's judgment, to maintain adequate allowance for loan loss levels. 

The provision for loan losses charged against earnings in the first six
months of 1996 was $1,102,000 compared with $2,288,000 in the same 1995
period. Net loan charge-offs for the six months ended June 30, 1996 and
1995 were $2,272,000 and $2,398,000, respectively. The provision for loan
losses charged against earnings in the second quarter of 1996 was
$526,000 compared with $894,000 in the same 1995 period. Net loan charge-
offs for the three months ended June 30, 1996 and June 30, 1995 were
$967,000 and $1,581,000, respectively. 

In establishing the allowance for loan losses, management has considered
the possible deterioration of the collateral securing its past due loans.
As of June 30, 1996, the Company's allowance for loan losses was
$4,723,000, or 2.2% of total loans, as compared to $6,717,000, or 3.2% of
total loans, as of June 30, 1995. The allowance for loan losses was
$5,893,000, or 2.9% as of December 31, 1995. The ratio of the allowance
for loan losses to nonaccrual and restructured loans and accruing loans
past due 90 days or more was 75.8% as of June 30, 1996 as compared to
76.8% and 69.4% as of December 31, 1995 and June 30, 1995, respectively.

As of June 30, 1996, nonaccrual loans were $4,452,000 as compared with
$5,964,000 as of December 31, 1995, and $6,670,000 as of June 30, 1995. 
As of June 30, 1996, approximately $2,787,000 of the loans in the
nonaccrual portfolio were collateralized partially by commercial or
residential real estate or business assets and approximately $482,000 of
nonaccrual loans were unsecured.  The Company believes that its allowance
for loan losses is adequate to absorb any potential reduction of the net
carrying value in the nonaccrual portfolio. The ratio of nonaccrual loans
to total loans declined from 3.2% at June 30, 1995 to 2.1% at June 30,
1996. 

Management, after careful consideration of the above factors, is of the
opinion that the allowance for loan losses as of June 30, 1995 is
adequate.  However, because the economic recovery in Connecticut appears
to be progressing slower than in the nation, as a whole, it is difficult
to predict how the future economy may impact the Company's loan
customers.  If economic conditions continue to slowly improve during
1995, management believes that the level of its nonaccrual loans will
continue to  decline during the next several quarterly periods. However,
the level of the Company's nonperforming assets will continue to
negatively impact the Company's profitability in future quarterly
periods.  The nature of the Connecticut economy will continue to
influence the levels of loan charge-offs, nonaccrual loans and the
allowance for loan losses, and management will appropriately adjust the
allowance as considered necessary to reflect future changes in risk.  

The following tables set forth quarterly information on nonperforming
assets, restructured loans, accruing loans past due 90 days or more and
loans charged-off for the quarterly periods from June 30, 1995 to June
30, 1996.

<PAGE>
<TABLE>

<CAPTION>
                          ANALYSIS OF ALLOWANCE FOR LOAN LOSSES
                                    Quarter Ended

                                (dollars in thousands)


                  June 30,    March 31,   Dec. 31,    Sept. 30,  June 30, 
                   1996          1996      1995          1995      1995
<S>               <C>         <C>         <C>         <C>        <C>
Balance 
beginning
of period         $5,164      $5,893      $5,880      $6,717      $7,404

Provision 
charged to
income               526         576         600         775         894

Loans charged 
off:

 Commercial          696       1,064         537       1,313       1,553

 Real Estate:
   Commercial 
   Mtg.              182          15           1         225           0

   Residential 
   Mtg.              108         133          14          36           0

 Consumer            109         117          93          86          99
                  ______      ______      ______      ______     _______
Total Loans 
Charged-off        1,095       1,329         645       1,660       1,652

Recoveries           128          24          58          48          71
                  ______      ______     _______      ______     _______
Net loans 
charged-off          967       1,305         587       1,612       1,581
                  ______      ______      ______      ______      ______
Balance, end 
of period         $4,723      $5,164      $5,893      $5,880      $6,717

Ratios:
Net loans 
charged-off
to avg. loans      0.46%       0.64%       0.29%       0.80%       0.76%

Allowance for 
loan losses to 
total loans       2.22%       2.54%       2.88%       2.92%       3.24%

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

NONACCRUAL LOANS, RESTRUCTURED LOANS
AND OTHER REAL ESTATE OWNED
(in thousands)

QUARTER ENDED     June 30,    March 31,   Dec. 31,   Sept. 30,  June 30, 
                   1996         1996        1995        1995      1995

<S>               <C>         <C>         <C>        <C>         <C>
Nonaccrual loans:
Commercial        $ 1,665     $ 1,375    $ 1,806     $ 2,422     $ 2,688

Real Estate:
  Commercial        2,336       3,140      3,628       3,044       3,509

  Residential         185         520        292         773         420

Consumer              266         238        238         381          53
                   ______      ______     ______      ______      ______
Total nonaccrual 
loans               4,452       5,273      5,964       6,620       6,670

Other Real 
Estate Owned-
net                 1,673       1,618        614       1,063       1,102
                   ______      ______     ______     _______     _______
Total 
nonperforming 
assets              6,124       6,890      6,578       7,683       7,772

Restructured 
loans               1,622       1,650      1,570       2,759       2,824
                  _______     _______    _______     _______     _______
Total 
nonperforming 
assets & 
restructured 
loans             $ 7,746     $ 8,540    $ 8,148     $10,442     $10,596

Accruing loans 
past due
90 days or more:
Commercial              5         215          0         194           1

Real Estate:
  Construction          0           0          0           0           0

  Commercial            0           0          0           0           0

  Residential           0         199          0          75           0

Consumer              151         126        139         110         185
                    ______      ______     ______      ______      ______
Total accruing 
loans past
due 90 days 
or more           $   156     $   540    $   139     $   379     $   186


Allowance for 
loan losses       $ 4,723     $ 5,164    $ 5,893     $ 5,880     $ 6,717

SFAS 114 
impaired loans    $ 2,997     $ 4,252    $ 5,590     $ 7,914     $ 9,535

Ratio of 
nonperforming
assets to total 
assets               2.0%        2.3%       2.2%        2.6%        2.6%

Ratio of 
nonperforming
assets, 
restructured 
loans & accruing 
loans past due
90 days or more 
to total assets      2.5%        3.1%       2.8%        3.6%        3.6%

Ratio of 
nonperforming
assets to total 
loans and OREO       2.9%        3.4%       3.2%        3.8%        3.7%

Ratio of 
nonperforming
assets, 
restructured 
loans, and 
accruing loans 
past due 90 days 
or more to total
loans and OREO       3.7%        4.5%       4.0%        5.4%        5.2%

Ratio of allowance 
for loan losses to 
nonaccrual loans,
restructured loans 
and accruing loans 
past due 90 days or 
more                75.8%       69.2%      76.8%       60.2%       69.4%

Ratio of nonaccrual 
loans, restructured 
loans and accruing 
loans past due
90 days or more 
to shareholders' 
equity and 
allowance for 
loan losses         29.3%       35.3%      35.7%       48.2%       46.8%

</TABLE>


OTHER REAL ESTATE OWNED

Other Real Estate Owned (OREO) expense was $66,000 for the six month
period ended June 30, 1996 as compared to $302,000 for the six months
ended June 30, 1995. OREO expense was $20,000 for the three month period
ended June 30, 1996 as compared to $133,000 for the three months ended
June 30, 1995.  These expenses reflect losses on sales and writedowns on
OREO properties and associated direct holding costs, such as property
taxes, insurance and utilities.  OREO holding costs were $44,000 and
$24,000 for the six month periods ended June 30, 1996 and 1995,
respectively. For the three month period ended June 30, 1996, holding
costs were $19,000. There were no holding costs recorded in the three
month period ended June 30, 1995. 

The OREO balance as of June 30, 1996 is $1,673,000 and was comprised of
20 properties. The OREO portfolio consists of 5 commercial properties
which constitute 25% of the total OREO portfolio, 11 residential
properties, including multifamily homes, representing 55% of the total
OREO portfolio, and 4 parcels of land comprising the remaining 20% of the
portfolio.

OREO properties are carried at the lower of carrying value of the related
loan or fair value of the foreclosed property at date acquired through
foreclosure less the cost to dispose.  Fair value of OREO properties is
determined using the Company's most recent appraisal or a more recent
broker's valuation.  In order to facilitate the sale and ultimate
disposition of OREO, the Bank may finance the sale of a property at
market rates to qualified, credit-worthy borrowers. The Company values
its OREO properties based on an asset by asset review and on the
assumption that an active market exists for those properties.  The
Company's primary valuation technique is to derive values from available
comparable sales data and not from other evaluation criteria such as
discounted cash flows.  In making the assumption that an active market
exists for OREO properties, the Company has made the determination that
the properties are salable within approximately one year, and has valued
each property at an amount which the Company anticipates will permit the
sale of such property within approximately one year.  Although the
Company actively markets all OREO properties for sale, no assurance can
be given that properties will actually sell in approximately one year,
such sales being dependent upon relevant market conditions which will
vary from property to property, and include such factors as the number of
comparable properties available for purchase at the time, the
availability of financing and the stability or trends of real estate
values in the area.  The following table reflects OREO activity for the
last five quarterly periods.

<PAGE>
<TABLE>

<CAPTION>
                                 OTHER REAL ESTATE OWNED
                                   QUARTERLY ANALYSIS
                                 (dollars in thousands)


                                      QUARTER ENDED


<S>                   <C>         <C>        <C>         <C>        <C>
DESCRIPTION           06/30/96    03/31/96   12/31/95    09/30/95   06/30/95
_____________________________________________________________________________

Beginning book value   $1,617      $  614     $1,063      $1,102     $1,453

Properties added          620       1,071        487         100        180

Proceeds from OREO 
sold                     (563)        (47)      (892)        (53)      (398)

Gains(losses) on
properties sold            84          (8)       (44)          7       (103)


Property writedowns       (85)        (13)                   (93)       (30)
                       _______     _______    _______     _______    _______
Ending book value      $1,673      $1,617     $  614      $1,063     $1,102

</TABLE>

OPERATING EXPENSES

Operating expenses decreased $181,000, or 3.1%, from $5,777,000 for the
six months ending June 30, 1995 to $5,596,000 for the same 1996 period. 
OREO and insurance expenses were primarily responsible for the decrease
in operating expenses during the first six months of 1996 as compared to
the same 1995 period. 

OREO expense comprised of losses on sales and writedowns on OREO
properties and associated direct holding costs declined $236,000, or 78%,
from $302,000 for the six months ended June 30, 1995 to $66,000 for the
same 1996 period.  Insurance expense decreased $315,000 or 59% from
$530,000 for the six month period ended June 30, 1995 to $215,000 for the
same 1996 period.  This decrease is due primarily to reduced insurance
assessments by the FDIC.  Salaries and employee benefits increased by
$100,000 or 4% from $2,711,000 for the first six months of 1995 to
$2,811,000 for the same 1996 period. The Company's full-time equivalent
positions as of June 30, 1996 is 143 as compared to 142 as of June 30,
1995.

Operating expenses decreased $19,000, or .7%, from $2,885,000 for the
three months ending June 30, 1995 to $2,866,000 for the same 1996 period. 
Similar to the six month operating expense comparisons, OREO expense and
insurance expenses were primarily responsible for the decrease in
operating expenses during the second quarter of 1996 as compared to the
same 1995 period.


PROVISION(BENEFIT) FOR INCOME TAXES

Income tax benefits for the six months ended June 30, 1996 were $460,500. 
Tax benefits of $476,000, less $15,500 of state and alternative minimum
federal taxes, were recorded in the first six months of 1996 as a result
of further reductions of the valuation allowance for net deferred tax
assets.  Management based the reduction on improved profitability for the
remainder of 1996 and 1997.

Gross deferred tax assets were approximately $12.9 million as of June 30,
1996.  A valuation allowance of approximately $11.3 million was
established for a significant portion of the deferred tax assets.  The
net deferred tax asset after valuation allowance was $1,549,000 as of
June 30, 1996 and was included in other assets in the financial
statements.  The level of valuation allowance is management's best
judgment regarding the amount and timing of future taxable income and
estimated reversal patterns of temporary differences.



CAPITAL ADEQUACY

The Company and the Bank are subject to the capital adequacy rules of
several regulators.  Effective December 19, 1992, each federal banking
agency issued final rules to carry out the "prompt corrective action"
provisions of the Federal Deposit Insurance Corporation Improvement Act
of 1991 (the "Improvement Act").  The regulations adopted, among other
things, defined capital measures and the capital thresholds for each of
the five capital categories established in the statute and established a
uniform schedule for filing of capital restoration plans by
undercapitalized institutions.  The following table identifies generally
the capital measures and thresholds defined under the FDIC and Federal
Reserve Board rules. 

<TABLE>
<S>                             <C>              <C>            <C>
                                Total            Tier 1         Tier 1
                                Risk-Based       Risk-Based     Leverage
                                Ratio            Ratio          Ratio

Well Capitalized                10% or above &   6% or above &   5% or above
Adequately Capitalized          8% or above &    4% or above &   4% or above
Undercapitalized                Under 8% or      Under 4% or     Under 4%
Significantly 
 Undercapitalized               Under 6% or      Under 3% or     Under 3%
Critically Undercapitalized                                      A ratio of
                                                                 tangible
                                                                 equity to    
                                                                 total assets 
                                                                 equal to or  
                                                                 under 2%
</TABLE>


To fall within the well capitalized or adequately capitalized capital
category, the financial institution must meet the requirements of all
three capital measurements.  Undercapitalized and significantly
undercapitalized institutions will be categorized as such if the
institution falls within any of those three capital measurements.  The
risk-based capital guidelines establish a measurement of capital adequacy
by relating a banking organization's capital to its financial risks, both
on- and off-balance sheet.  As of June 30, 1996, December 31, 1995 and
June 30, 1995, the Company's total risk-based capital ratio was 9.72%,
9.37% and 8.4%, respectively.  The second capital measure is the Tier 1
risk-based ratio, which includes only core capital as it measures the
relationship to risk-weighted assets.  As of June 30, 1996, December 31,
1995 and June 30, 1995, the Company's Tier 1 risk-based ratio was 8.46%,
8.1%, and 7.1%, respectively.  The third capital adequacy measure is the
Tier 1 (or core) leverage capital (using the same definition of capital
as used in the risk-based guidelines) to average total assets.  The
Company's Tier 1 leverage ratio was 5.76%, 5.29%, and 4.8% as of June 30,
1996, December 31, 1995 and June 30, 1995, respectively.  As of June 30,
1995, based on the above criteria, the Company falls within the
adequately capitalized category.  The Bank also falls within the
adequately capitalized category.

At the conclusion of its regulatory examination, the FDIC, based on the
Bank's improved overall financial condition, has removed the Memorandum
of Understanding.  See "Regulatory Matters" for further discussion.

The Improvement Act also requires each federal banking agency to revise
its risk-based capital standards for insured institutions to ensure that
those standards take adequate account of interest rate risk,
concentration of credit risk, and risks of nontraditional activities and
reflect the actual performance and expected risk of loss on multi-family
residential loans.  While the FDIC has published proposed regulations for
the purpose of amending its risk-based capital standards, the Company
cannot predict what may be required under any final regulations that may
be adopted.  Such regulations could, however, further increase the
regulatory capital requirements which are applicable to the Company and
the Bank.


LIQUIDITY AND INTEREST RATE SENSITIVITY

The liquidity process is monitored by the Company's Asset Liability
Committee ("ALCO"), which meets regularly to implement its
asset/liability and funds management policy.  ALCO's role is to evaluate
liquidity and interest rate risk and their impact on earnings.  The
Committee developed a reporting system that integrates the current
interest rate environment of the national and local economy with the
maturities and the repricing schedules of both the assets and liabilities
of the Company.  The objective of ALCO is to manage the Company's assets
and liabilities to provide an optimum and stable net interest margin and
to facilitate a constant level of net interest income.

The primary focus of the Company's liquidity management is appropriately
to match cash inflows and outflows with funds provided by the Company's
market for deposits and loans.  The Company's objective is to maintain
adequate cash which is invested in federal funds. During the first six
months of 1996, the average balance of federal funds sold was $3,377,000. 
In the event the Company needs to borrow cash to manage its overnight
position or short-term position, the Company can borrow approximately
$6,000,000 as of June 30, 1996, on an overnight basis from the Federal
Home Loan Bank of Boston.  The Company can also borrow from the Federal
Home Loan Bank of Boston on a short- and long-term advance basis.  As of
June 30, 1996, the Company had no overnight borrowings outstanding from
the Federal Home Loan Bank of Boston and has borrowed $7.4 million, on
average, during the first six months of 1996 in term advances.  In
addition, the Company has access to $2,000,000 in short-term funds via
reverse repurchase agreements with two brokerage firms.  The Company's
investment portfolio also provides a secondary source of liquidity.

At June 30, 1996, the Company's liquidity ratio as defined by FDIC
criteria was 28.3% compared to 29.1% and 29.3% as of December 31, 1995
and June 30, 1995.  The liquidity ratio is defined as the total of net
cash, short-term investments and other marketable assets, divided by
total net deposits and short-term liabilities. Management believes that
its liquidity position is adequate as of June 30, 1995.   

The Company generated a positive aggregate cash flow of $2,375,000 for
the six months ended June 30, 1996, as compared to a negative aggregate
cash flow of $2,642,000 for the same 1995 period.  Cash flows provided by
operating activities were $2,113,000 and $2,916,000 for the six months
ending June 30, 1996 and June 30, 1995, respectively, which was due in
part to significant non-cash charges for the provision for loan losses
and writedowns on OREO.  Net cash used by financing activities was
$11,129,000 and $2,098,000 for the six months ending June 30, 1996 and
1995, respectively.  For the six months ended June 30, 1996, net cash
provided by financing activities was primarily attributed to time
deposits, proceeds from FHLB advances, and in increase in the Company's
core deposits.  Net cash used by investing activities was $10,878,000 and
$7,657,000 for the six months ending June 30, 1996 and June 30, 1995. 
The cash used by investing activities for the six months ended June 30,
1996 was primarily due to net loans originated and matured and net
purchases of investment securities available for sale partially offset by
the sale of investment securities held as available for sale.  For the
six months ended June 30, 1995, cash used by investing activities was due
to loans originated offset by a decrease in federal funds sold and
investment securities maturities.

The Company concentrates its efforts on evaluating interest rate risk and
appropriately adjusts for changes in rates and maturities of its assets
and liabilities.  The Company's objective is to provide stable net
interest income.  The table below illustrates the ratio of rate sensitive
assets to rate sensitive liabilities as they mature and/or reprice within
the indicated periods.  As of June 30, 1996, the Company's rate sensitive
assets repricing or maturing approximately equalled its rate sensitive
liabilities during the first six months. This results from having
approximately 35% of the Company's loan portfolio available to reprice
within thirty days.  In an increasing rate environment, asset sensitivity
enhances earnings potential, whereas liability sensitivity would
negatively impact earnings.  In contrast, in a declining rate
environment, asset sensitivity would negatively impact earnings, whereas
liability sensitivity enhances earnings potential.  The Company is
"liability sensitive" between the periods of seven to twelve months and
beyond one year which is primarily due to its demand and savings
accounts, which are considered relatively stable and not easily
influenced by changes in interest rates. At June 30, 1996, the amount of
the Company's cumulative gap with respect to assets and liabilities
maturing or repricing within one year was $19,453,000 more liabilities
than assets repricing (a negative gap position), representing a negative
7% cumulative gap to total rate sensitive assets. ALCO manages the gap
position on an ongoing basis to assure an interest rate risk not to
exceed more than a 3% change in net interest income for a one year
period.  If interest rates were to immediately increase by 200 basis
points, the negative impact on the Company would be within ALCO's
tolerance level.

The following table sets forth the distribution of the repricing of the
Company's earning assets and interest bearing liabilities at a single
point in time, as of June 30, 1996.  The table shows the interest rate
sensitivity gap (i.e., interest rate sensitive assets less interest rate
sensitive liabilities), the cumulative interest rate sensitivity gap, the
interest rate sensitivity gap ratio (i.e., interest rate sensitive assets
divided by interest rate sensitive liabilities) and the cumulative
interest rate sensitivity gap ratio.  The table also sets forth the time
periods in which interest earning assets and interest bearing liabilities
will mature or may reprice in accordance with their contractual terms. 
However, the table does not necessarily indicate the impact of general
interest rate movements on the net interest margin since the Company's
repricing of various categories of assets and liabilities is subject to
competitive pressures and the needs of the Company's customers.  The
Company's interest rate sensitivity position is adjusted as ALCO's
assessment of the interest rate outlook and other factors are modified. 
As the Company increases its total assets, the overall business plan
provides for matching its assets and liabilities to reduce interest rate
risk and liquidity risk.

<TABLE>

<CAPTION>

Interest - Rate Sensitivity
Table
(dollars in thousands)



<S>            <C>      <C>      <C>      <C>      <C>      <C>      <C>
June 30, 1996  Month 1  Month 2  Month 3  Months   Months   Over     Total    
                                           4-6      7-12    1 Year
_____________________________________________________________________________

Rate 
Sensitive 
Assets:
 Loans (1)     $72,448  $3,537   $3,395   $12,451  $21,565  $95,718  $209,114
 Investments    15,445   3,482    6,252    15,003    6,993   23,537    70,712
               _______  ______   ______    ______  _______   _______  _______
Total Rate
Sensitive 
Assets          87,893   7,019    9,647     27,454  28,558   119,255  279,826

Rate 
Sensitive
 Liabilities:
 Time deposits   9,652   9,583    6,759     18,452  46,687    32,308  123,441

 Other 
 deposits(2)    82,108      69    2,069        212   4,433    80,872  169,763
               _______  ______   ______     ______  ______   _______  _______
Total Rate
Sensitive 
Liabilities     91,760   9,652    8,828     18,664  51,120   113,180  293,204
Net Gap         (3,867) (2,633)     819      8,790 (22,562)    6,075 (13,378)
                ______  ______    _____     ______  ______   _______   ______
Cumulative 
Gap             (3,867) (6,500)  (5,681)     3,109 (19,453)  (13,378)(13,378)

Net Gap as % 
of total
rate sensitive 
assets           -1%      -1%       0%         3%     -8%        2%      -5%

Cumulative Gap 
as % of total 
rate sensitive
assets           -1%      -2%      -2%         1%      -7%       -5%      -5%


(1)  Excludes nonaccrual loans

(2)  Includes borrowings

</TABLE>
<PAGE>

PART II -        OTHER INFORMATION

ITEMS 1-3        Not applicable.

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

On April 23, 1996, BNH Bancshares, Inc. held its Annual Meeting of
Shareholders.  At such meeting, the Company's shareholders were asked to
vote upon the following proposals:

Proposal 1       the election of directors;

Proposal 2       to approve a one-for-four reverse stock split of the     
                 Company's issued common stock;

Proposal 3       to approve certain amendments to the BNH Bancshares,     
                 Inc. 1992 Stock Incentive Plan;

Proposal 4       to ratify the appointment of Coopers & Lybrand L.L.P. as 
                 the independent accountants to audit the consolidated    
                 financial statements of the Company for the calendar     
                 year 1996.

The following is the name of each director elected at the meeting, which
includes all directors whose term as director will continue after such
Annual Meeting, and a description of the number of votes cast for,
against or withheld, abstentions and broker non-votes as to the election
of each nominee for director:

<TABLE>
<S>                     <C>            <C>            <C>           <C>
Proposal 1
Election of                            Votes Against                 Broker
Directors               Votes For      or Withheld    Abstentions   Non-Votes

Stephen P. Ahern         11,504,757        164,135        0            0
Martin R. Anastasio      11,516,252        152,640        0            0
Edward M. Crowley        11,516,252        152,640        0            0
James J. Cullen          11,515,252        153,640        0            0
George M. Dermer         11,515,876        153,016        0            0
Thomas M. Donegan        11,516,252        152,640        0            0
Victor B. Hallberg       11,504,491        164,401        0            0
Theodore F. Hogan, Jr.   11,516,252        152,640        0            0
Karl J. Jalbert          11,516,142        152,750        0            0
Jean G. Lamont           11,515,252        153,640        0            0
Lawrence M. Liebman      11,515,576        153,316        0            0
F. Patrick McFadden, Jr. 11,516,027        152,865        0            0
Carl M. Porto            11,513,052        155,840        0            0
Vincent A. Romei         11,516,252        152,640        0            0
Stanley Scholsohn        11,499,291        169,135        0            0
Cheever Tyler            11,504,757        164,135        0            0

Proposal 2               11,032,024        571,897      64,965         6

Proposal 3                9,738,914      1,720,874     209,098         6

Proposal 4               11,497,591        111,761      59,540         0

</TABLE>

ITEM 5                 OTHER INFORMATION - None.

ITEM 6                 Exhibits and Reports on Form 8-K:  None.

<PAGE>
                               SIGNATURES


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.


Date:  August 15, 1996   /s/ F. Patrick McFadden, Jr.
                                                         
                        F. Patrick McFadden, Jr.
                        President/Chief Executive Officer



Date:  August 15, 1996   /s/ John F. Trentacosta
                                                         
                        John F. Trentacosta
                        Chief Financial Officer

</PAGE>
<PAGE>
                               SIGNATURES


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.


Date:  August 15, 1996                                    
                            F. Patrick McFadden, Jr.
                            President/Chief Executive Officer



Date:  August 15, 1996                                      
                            John F. Trentacosta
                            Chief Financial Officer
</PAGE>


<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This schedule contains Summary Financial Information extracted from Form 10-Q
dated 6/30/96 and is qualified in its entirety by reference to such Form 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1996
<CASH>                                          22,193
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                 5,250
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     41,627
<INVESTMENTS-CARRYING>                          23,835
<INVESTMENTS-MARKET>                                 0
<LOANS>                                        213,071
<ALLOWANCE>                                      4,723
<TOTAL-ASSETS>                                 310,840
<DEPOSITS>                                     285,598
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                                858
<LONG-TERM>                                      7,843
                                0
                                          0
<COMMON>                                            37
<OTHER-SE>                                      16,504
<TOTAL-LIABILITIES-AND-EQUITY>                 310,840
<INTEREST-LOAN>                                  4,483
<INTEREST-INVEST>                                  941
<INTEREST-OTHER>                                    39
<INTEREST-TOTAL>                                 5,463
<INTEREST-DEPOSIT>                               2,280
<INTEREST-EXPENSE>                               2,389
<INTEREST-INCOME-NET>                            3,074
<LOAN-LOSSES>                                      526
<SECURITIES-GAINS>                                   7
<EXPENSE-OTHER>                                  2,865
<INCOME-PRETAX>                                    536
<INCOME-PRE-EXTRAORDINARY>                         536
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       771
<EPS-PRIMARY>                                      .21
<EPS-DILUTED>                                      .21
<YIELD-ACTUAL>                                    4.47
<LOANS-NON>                                      4,452
<LOANS-PAST>                                       156
<LOANS-TROUBLED>                                 1,622
<LOANS-PROBLEM>                                    826
<ALLOWANCE-OPEN>                                 5,164
<CHARGE-OFFS>                                    1,095
<RECOVERIES>                                       120
<ALLOWANCE-CLOSE>                                4,723
<ALLOWANCE-DOMESTIC>                             4,723
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0<F1>
<FN>
<F1>not reported on a quarterly basis
</FN>
        

</TABLE>


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