SHORELINE FINANCIAL CORP, S-8, 1996-08-22

SHORELINE FINANCIAL CORP
S-8, 1996-08-22
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Registration No. 33-____________
===========================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________

FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

SHORELINE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
__________________

MICHIGAN 38-2758932
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)

823 Riverview Drive
Benton Harbor, Michigan 49022
(Address of principal executive offices, zip code)

SHORELINE FINANCIAL CORPORATION
401K/PROFIT-SHARING PLAN
(Full title of the plan)

DAN L. SMITH Copies to: GORDON R. LEWIS
CHAIRMAN, PRESIDENT AND WARNER NORCROSS & JUDD LLP
CHIEF EXECUTIVE OFFICER 900 OLD KENT BUILDING
SHORELINE FINANCIAL CORPORATION 111 LYON STREET, N.W.
823 RIVERVIEW DRIVE GRAND RAPIDS, MICHIGAN 49503-2489
BENTON HARBOR, MICHIGAN 49022

(Name and address of agent for service)

(616) 927-2251
(Telephone number, including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED PER SHARE<F3> OFFERING PRICE<F3> REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, 200,000 shares <F1> 21.25<F2> 4,250,000<F2> $1,465.52
without par value

<FN>
<F1> Plus such indeterminate number of additional shares as may be required
to be issued in the event of an adjustment as a result of an increase
in the number of issued shares of Common Stock resulting from a
subdivision of such shares, the payment of a stock dividend, or
certain other capital adjustments.

<F2> Estimated solely for the purpose of calculating the registration fee.

<F3> On August 16, 1996, the mean between the high and low prices of the
Company's Common Stock reported on The NASDAQ Stock Market was
$21.25.
</FN>
</TABLE>

In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.

===========================================================================

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed with the Securities and Exchange
Commission are incorporated in this registration statement by
reference:

(a) The Registrant's latest annual report and the latest
annual report of the Shoreline Financial Corporation
401k/Profit-Sharing Plan (the "Plan") filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act").

(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal
year covered by the annual report referred to in (a)
above.

(c) The description of the Registrant's Common Stock which is
contained in the Registrant's Registration Statement
filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such
description.

All documents subsequently filed by the Registrant (also referred
to as the "Corporation") pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part of this
registration statement from the date of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Shoreline's Restated Articles of Incorporation require
indemnification of Shoreline's directors to the maximum extent
permitted by the Michigan Business Corporation Act. The Restated
Articles vest in Shoreline's board of directors the discretion to
provide the same degree of indemnification to Shoreline's officers
on a case-by-case basis. The following is a summary of the
pertinent provisions of the Michigan Business Corporation Act.

Sections 561-567 of the Michigan Business Corporation Act
contain provisions governing the indemnification of officers and
directors by Michigan corporations. That statute provides that a
corporation shall have the power to indemnify any person who was
or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation), by reason
of the fact that he is or was a director, officer, employee or
agent of the corporation or serving another corporation or other
enterprise at the request of the corporation, against expenses,
including attorneys' fees, judgments, penalties, fines and amounts
paid in settlement, actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation or its
shareholders, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation or its shareholders, or, with
respect to any criminal action or proceeding, that he had
reasonable cause to believe that his conduct was unlawful.

Indemnification of expenses, including attorneys' fees, is
allowed in derivative actions except that no indemnification is
allowed in respect of any claim, issue or matter as to which such
person shall have been found liable to the corporation unless a
court decides indemnification is proper. To the extent any such
person succeeds on the merits or otherwise, he shall be
indemnified against expenses, including attorneys' fees. A
determination that the person to be indemnified meets the
applicable standard of conduct, if not made by a court, shall be
made by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to such action; if
such a quorum is not obtainable, by a majority vote of a committee

II-2
designated by the board of directors consisting of two or more
directors not parties to the action, suit or proceeding; by
independent legal counsel; by all independent directors who are
not parties or threatened to be parties in the action, suit, or
proceeding; or by the shareholders. Expenses may be paid in
advance upon receipt of an undertaking to repay. A corporation
may purchase indemnity insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits have been filed as part of this
registration statement:

EXHIBIT
NUMBER DOCUMENT

4(a) The Corporation's Restated Articles of Incorporation,
filed as Exhibit 1(a) to the Registrant's Quarterly
Report on Form 10-Q for the period ended June 30, 1994,
are incorporated herein by reference.

4(b) The Corporation's Bylaws, filed as Exhibit 3(b) to the
Registrant's Form S-1 Registration Statement filed
March 23, 1990, are incorporated herein by reference.

5(a) Opinion Regarding Legality of Securities Offered.

5(b) Undertaking to Submit Plan to the Internal Revenue
Service.

23(a) Consent of Warner Norcross & Judd LLP--Included in
Exhibit 5(a) and incorporated herein by reference.

23(b) Consent of Independent Auditors.

23(c) Consent of Independent Auditors.

24 Powers of Attorney.

99 1995 Plan Annual Report.

ITEM 9. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

II-3
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement;

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "1933 Act");

(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereto) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement;

(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in this registration statement.

(2) That, for the purpose of determining any liability
under the 1933 Act, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
that remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for
purposes of determining liability under the 1933 Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act and each filing of the Plan's annual
report pursuant to Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial BONA FIDE offering
thereof.

II-4
(h) Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted
by such director, officer, or controlling person in connection
with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be
governed by the final adjudication of such issue.

II-5
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Benton Harbor, State of Michigan,
on the 21st day of August, 1996.

SHORELINE FINANCIAL CORPORATION

By /S/ DAN L. SMITH
Dan L. Smith
Chairman, President and
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated:

SIGNATURE TITLE DATE

/S/ DAN L. SMITH Chairman, President, Chief August 21, 1996
Dan L. Smith Executive Officer, and Director
(Principal executive officer)

*WAYNE R. KOEBEL Executive Vice President, August 21, 1996
Wayne R. Koebel Chief Financial Officer,
Secretary and Treasurer
(Principal financial officer
and principal accounting
officer)

*LOUIS A. DESENBERG Director August 21, 1996
Louis A. Desenberg

*MERLIN HANSON Director August 21, 1996
Merlin Hanson

II-6

SIGNATURE TITLE DATE

*THOMAS T. HUFF Director August 21, 1996
Thomas T. Huff

*RONALD F. KINNEY Director August 21, 1996
Ronald F. Kinney

*JAMES E. LEBLANC Director August 21, 1996
James E. LeBlanc

*L. RICHARD MARZKE Director August 21, 1996
L. Richard Marzke

*JAMES F. MURPHY Director August 21, 1996
James F. Murphy

*ROBERT L. STARKS Director August 21, 1996
Robert L. Starks

*JEFFREY H. TOBIAN Director August 21, 1996
Jeffrey H. Tobian

*HARRY C. VORYS Director August 21, 1996
Harry C. Vorys

*RONALD L. ZILE Director August 21, 1996
Ronald L. Zile

*By /S/ DAN L. SMITH
Dan L. Smith
Attorney-in-Fact

II-7
Pursuant to the requirements of the Securities Act of 1933, the
trustees have duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Benton
Harbor, State of Michigan.

SHORELINE FINANCIAL CORPORATION
401K/PROFIT-SHARING PLAN

By SHORELINE BANK, TRUSTEE

By/S/ WAYNE R. KOEBEL
Its Executive Vice President/Chief
Financial Officer

Date: August 21, 1996

II-8
EXHIBIT INDEX

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DOCUMENT PAGE

4(a) The Corporation's Restated Articles of *
Incorporation, filed as Exhibit 1(a)
to the Registrant's Quarterly Report on Form
10-Q for the period ended June 30, 1994,
are incorporated herein by reference.

4(b) The Corporation's Bylaws, filed as Exhibit 3(b) *
to the Registrant's Form S-1 Registration
Statement filed March 23, 1990, are
incorporated herein by reference.

5(a) Opinion Regarding Legality of Securities
Offered.

5(b) Undertaking to Submit Plan to the Internal
Revenue Service.

23(a) Consent of Warner Norcross & Judd LLP--Included *
in Exhibit 5(a) and incorporated herein by
reference.

23(b) Consent of Independent Auditors.

23(c) Consent of Independent Auditors.

24 Powers of Attorney.

99 1995 Plan Annual Report.

*Incorporated by reference.

EXHIBIT 5(a) AND 23(a)

August 22, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Re: Shoreline Financial Corporation
Registration Statement on Form S-8
Shoreline Financial Corporation
401K/PROFIT-SHARING PLAN

Dear Sir or Madam:

We represent Shoreline Financial Corporation, a Michigan
corporation (the "Company"), with respect to the above-captioned
registration statement on Form S-8 (the "Registration Statement") filed
pursuant to the Securities Act of 1933 (the "Act") to register 200,000
shares of Common Stock (the "Shares") to be acquired by the above
referenced plan (the "Plan").

As counsel for the Company, we are familiar with its Restated
Articles of Incorporation and Bylaws and have reviewed the various
proceedings taken by the Company to authorize the issuance of the Common
Stock to be sold pursuant to the Registration Statement. We have also
reviewed and assisted in preparing the Registration Statement. We are
advised by the Company that the Plan will acquire all Shares through
purchases in the public markets or from shareholders and will not
purchase shares directly from the Company.

On the basis of the foregoing, we are of the opinion that:

1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Michigan.

Securities and Exchange Commission
Registration No. 33-______________
August 22, 1996
Page 2
____________________________________

2. The Company has an authorized capitalization of ten million
(10,000,000) shares of Common Stock, and one million (1,000,000) shares of
Preferred Stock.

3. When the Registration Statement has become effective under the
Act, any and all shares of Common Stock the subject of the Registration
Statement will, when issued, be legally issued and outstanding, fully paid,
and nonassessable.

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement on Form S-8 covering the Common Stock to be issued
pursuant to the 401K/ Profit-Sharing Plan.

Very truly yours,

WARNER NORCROSS & JUDD LLP

By /S/ GORDON R. LEWIS
Gordon R. Lewis
A Partner

EXHIBIT 5(b)

UNDERTAKING TO SUBMIT PLAN TO THE INTERNAL REVENUE SERVICE

The above-signed registrant has submitted the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") and will make any
changes required by the IRS in order to qualify the Plan.

EXHIBIT 23(b)

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use and incorporation by reference in this
Form S-8 Registration Statement for the Shoreline Financial Corporation
401(k)/Profit Sharing Plan, our report, dated February 7, 1996, on the
consolidated financial statements of Shoreline Financial Corporation
which appears on page 34 of Shoreline Financial Corporation's Annual
Report to Shareholders for the year ended December 31, 1995, which is
incorporated by reference in Shoreline Financial Corporation's Form
10-K for the year ended December 31, 1995.

/s/ Crowe, Chizek and Company LLP

Crowe, Chizek and Company LLP

South Bend, Indiana
August 20, 1996

EXHIBIT 23(c)

CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the use and incorporation by reference of our report,
dated May 21, 1996, on the Shoreline Financial Corporation 401(k)/Profit
Sharing Plan for the year ended December 31, 1995, which is included in
this Form S-8 Registration Statement for the Shoreline Financial
Corporation 401(k)/Profit Sharing Plan.

/s/ Crowe, Chizek and Company LLP

Crowe, Chizek and Company LLP

South Bend, Indiana
August 20, 1996

EXHIBIT 24

POWER OF ATTORNEY

The undersigned, in his or her capacity as a director or officer, or both,
as the case may be, of Shoreline Financial Corporation, does hereby appoint
WAYNE R. KOEBEL AND DAN L. SMITH, and any of them severally, his or her
true and lawful attorney or attorneys with full power of substitution to
execute in his or her name, in his or her capacity as a director or
officer, or both, as the case may be, of Shoreline Financial Corporation, a
Form S-8 Registration Statement of Shoreline Financial Corporation with
respect to the issuance of up to 200,000 shares of its Common Stock to be
offered in connection with the Shoreline Financial Corporation
401(k)/Profit-Sharing Plan, any and all amendments to such Registration
Statement and post-effective amendments thereto, and to file the same with
all exhibits thereto and all other documents in connection therewith with
the Securities and Exchange Commission. Each of such attorneys shall have
full power and authority to do and to perform in the name and on behalf of
each of the undersigned, in any and all capacities, every act, whatsoever
requisite or necessary to be done in the premises as fully and to all
intents and purposes as each of the undersigned might or could do in
person, hereby ratifying and approving the acts of such attorneys and each
of them.

February 27, 1996 /S/ LOUIS A. DESENBERG
Louis A. Desenberg
Director

POWER OF ATTORNEY

February 27, 1996 /S/ MERLIN J. HANSON
Merlin J. Hanson
Director

POWER OF ATTORNEY

February 29, 1996 /S/ THOMAS T. HUFF
Thomas T. Huff
Director

POWER OF ATTORNEY

February 29, 1996 /S/ RONALD F. KINNEY
Ronald F. Kinney
Director

POWER OF ATTORNEY

February 27, 1996 /S/ JAMES E. LEBLANC
James E. LeBlanc
Director

POWER OF ATTORNEY

February 29, 1996 /S/ L. RICHARD MARZKE
L. Richard Marzke
Director

POWER OF ATTORNEY

March 1, 1996 /S/ JAMES F. MURPHY
James F. Murphy
Director

POWER OF ATTORNEY

February 29, 1996 /S/ ROBERT L. STARKS
Robert L. Starks
Director

POWER OF ATTORNEY

February 27, 1996 /S/ JEFFREY H. TOBIAN
Jeffrey H. Tobian
Director

POWER OF ATTORNEY

February 22, 1996 /S/ HARRY C. VORYS
Harry C. Vorys
Director

POWER OF ATTORNEY

February 27, 1996 /S/ RONALD L. ZILE
Ronald L. Zile
Director

POWER OF ATTORNEY

February 27, 1996 /S/ WAYNE R. KOEBEL
Wayne R. Koebel
Executive Vice President, Chief
Financial Officer, Secretary and
Treasurer

POWER OF ATTORNEY

February 27, 1996 /S/ DAN L. SMITH
Dan L. Smith
Chairman of the Board, President,
Chief Executive Officer and Director

EXHIBIT 99

SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN

FINANCIAL STATEMENTS
December 31, 1995 and 1994

SHORELINE FINANCIAL CORPORATION

401(k)/PROFIT SHARING PLAN
Benton Harbor, Michigan

FINANCIAL STATEMENTS
December 31, 1995 and 1994

CONTENTS

REPORT OF INDEPENDENT AUDITORS. . . . . . . . . . . . . . . . . . . . 1

FINANCIAL STATEMENTS

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND
INFORMATION (MODIFIED CASH BASIS). . . . . . . . . . . . . . . . 3

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
WITH FUND INFORMATION (MODIFIED CASH BASIS). . . . . . . . . . . 5

NOTES TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . 6

SUPPLEMENTAL SCHEDULES REPORTED ON SCHEDULE G . . . . . . . . . . . . 12

REPORT OF INDEPENDENT AUDITORS

Shoreline Financial Corporation
401(k)/Profit Sharing Plan
Benton Harbor, Michigan

We have audited the accompanying statements of net assets available for
benefits (modified cash basis) of Shoreline Financial Corporation
401(k)/Profit Sharing Plan as of December 31, 1995 and 1994, and the
related statement of changes in net assets available for benefits (modified
cash basis) for the year ended December 31, 1995. These financial
statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based
on our audits.

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

As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, investment assets held by Shoreline Bank, the
trustee of the Plan, and transactions in those assets were excluded from
the scope of our audit of the Plan's 1994 financial statements, except for
comparing the information provided by the trustee, which is summarized in
Note 4, with the related information included in the financial statements.

Because of the significance of the 1994 information that we did not audit,
we are unable to, and do not, express an opinion on the Plan's 1994
financial statement as of December 31, 1994. The form and content of the
information included in the financial statement, other than that derived
from the information certified by the trustee, have been audited by us and,
in our opinion, are presented in compliance with the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.

___________________________________________________________________________

1.
As described in Note 2, these financial statements and supplemental
schedules are prepared on a modified cash basis of accounting, which is a
comprehensive basis of accounting other than generally accepted accounting
principles.

In our opinion, the financial statements referred to above of Shoreline
Financial Corporation 401(k)/Profit Sharing Plan as of December 31, 1995,
and for the year then ended present fairly, in all material respects, the
net assets available for benefits of the Plan as of December 31, 1995, and
the changes in net assets available for benefits for the year then ended in
conformity with the basis of accounting as described in Note 2.
Our audit of the Plan's financial statements as of and for the year ended
December 31, 1995 was conducted for the purpose of forming an opinion on
the basic financial statements taken as a whole. The supplemental
schedules reported on Schedule G are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Security Act of 1974. The Fund Information in the 1995
statement of net assets available for benefits and the statement of changes
in net assets available for benefits is presented for purposes of
additional analysis rather than to present the net assets available for
benefits and changes in net assets available for benefits of each fund.
The supplemental schedules and Fund Information have been subjected to the
auditing procedures applied in the audit of the basic financial statements
as of and for the year ended December 31, 1995 and, in our opinion, are
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.

/s/ Crowe, Chizek and Company LLP

Crowe, Chizek and Company LLP

South Bend, Indiana
May 21, 1996

___________________________________________________________________________

2.
<TABLE>
SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR BENEFITS WITH FUND INFORMATION (MODIFIED CASH BASIS)
December 31, 1995 and 1994
___________________________________________________________________________
<CAPTION>

. . . . . . . . . . . . . . . . . . . . . . DECEMBER 31, 1995. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . PARTICIPANT DIRECTED . . . . . . . . . . . . . . . . . .
FIDELITY
SHORELINE MONEY GROWTH & FIDELITY FIDELITY INTERMEDIATE
STOCK MARKET INCOME MAGELLAN EMERGING GOVERNMENT
FUND FUND FUND FUND MARKETS FUND
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value
(Notes 2 and 3)
Common stock $1,763,674 $ - $ - $ - $ - $ -
Mutual funds - - 714,755 786,631 108,523 182,139
Cash equivalents - 887,879 - - - -
Loans to Plan
participants - - - - - -
Total investments 1,763,674 887,879 714,755 786,631 108,523 182,139

Cash - - - - - -
Total assets 1,763,674 887,879 714,755 786,631 108,523 182,139

NET ASSETS
AVAILABLE
FOR BENEFITS $1,763,674 $887,879 $714,755 $786,631 $108,523 $182,139
</TABLE>

<TABLE>
<CAPTION>
FED GNMA
MAX-CAP MORTGAGE LOANS
#39 SECURITY TO PLAN PLAN
FUND FUND PARTICIPANTS OTHER TOTALS
<S> <C> <C> <C> <C>
$ - $ - $ - $ - $1,763,674
71,669 31,898 - - 1,895,615
- - - - 887,879

- - 185,563 - 185,563
71,669 31,898 185,563 - 4,732,731

- - - 2,533 2,533
71,669 31,898 185,563 2,533 4,735,264

$71,669 $31,898 $185,563 $2,533 $4,735,264
</TABLE>

___________________________________________________________________________

(Continued)

3.
<TABLE>
SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR BENEFITS WITH FUND INFORMATION (MODIFIED CASH BASIS)
December 31, 1995 and 1994
___________________________________________________________________________
<CAPTION>

. . . . . . . . . . . . . . . DECEMBER 31, 1994. . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . PARTICIPANT DIRECTED. . . . . . . . . . . . . . . . .
FIDELITY
SHORELINE MONEY GROWTH & FIDELITY INTERMEDIATE
STOCK MARKET INCOME MAGELLAN GOVERNMENT
FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value
(Notes 2 and 4)
Common stock $1,437,564 $ - $ - $ - $ -
Mutual funds - - 553,335 534,907 112,924
Cash equivalents - 758,151 - - -
Loans to Plan
participants - - - - -
Total investments 1,437,564 758,151 553,335 534,907 112,924

Cash - - - - -
Total assets 1,437,564 758,151 553,335 534,907 112,924

NET ASSETS
AVAILABLE
FOR BENEFITS $1,437,564 $758,151 $553,335 $534,907 $112,924
</TABLE>

<TABLE>
<CAPTION>
FED GNMA
MAX-CAP MORTGAGE LOANS
#39 SECURITY TO PLAN PLAN
FUND FUND PARTICIPANTS OTHER TOTALS
<S> <C> <C> <C> <C>
$ - $ - $ - $ - $1,437,564
77,049 30,688 - - 1,308,903
- - - - 758,151

- - 202,531 - 202,531
77,049 30,688 202,531 - 3,707,149

- - - 6,746 6,746
77,049 30,688 202,531 6,746 3,713,895

$77,049 $30,688 $202,531 $6,746 $3,713,895
</TABLE>

___________________________________________________________________________

See accompanying notes to financial statements.

4.
<TABLE>
SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS
AVAILABLE FOR BENEFITS WITH FUND INFORMATION (MODIFIED CASH BASIS)
December 31, 1995 and 1994
___________________________________________________________________________
<CAPTION>

. . . . . . . . . . . . . . . . . . . . PARTICIPANT DIRECTED . . . . . . . . . . . . . . . . . .
FIDELITY
SHORELINE MONEY GROWTH & FIDELITY FIDELITY INTERMEDIATE
STOCK MARKET INCOME MAGELLAN EMERGING GOVERNMENT
FUND FUND FUND FUND MARKETS FUND
<S> <C> <C> <C> <C> <C> <C>
Additions to net assets
attributed to
Investment income
Net appreciation in fair
value of investments
(Notes 2 and 3) $ 233,734 $ - $183,391 $208,147 $ 3,666 $ 8,779
Interest - - - - - -
Dividends 63,815 49,233 12,697 5,270 1,828 8,121
Total investment
income 297,549 49,233 196,088 213,417 5,494 16,900
Contributions
Employer 152,772 89,932 59,164 64,860 20,141 9,091
Participants 130,644 62,097 72,264 77,711 31,073 10,278
Total contributions 283,416 152,029 131,410 142,571 51,214 19,369

Total additions 580,965 201,262 327,498 355,988 56,708 36,269

Deductions from net assets
attributed to
Benefits paid to partici-
pants and beneficiaries 245,527 98,214 104,127 95,982 1,449 8,541
Administrative expenses - - - - - -

Total deductions 245,527 98,214 104,127 95,982 1,449 8,541

Interfund transfers, net (9,328) 26,680 (61,951) (8,282) 53,264 41,487

NET INCREASE (DECREASE) 326,110 129,728 161,420 251,724 108,523 69,215

Net assets available for
benefits
Beginning of year 1,437,564 758,151 553,335 534,907 - 112,924

End of year $1,763,674 $887,879 $714,755 $786,631 $108,523 $182,139
</TABLE>

<TABLE>
<CAPTION>
FED GNMA
MAX-CAP MORTGAGE LOANS
#39 SECURITY TO PLAN PLAN
FUND FUND PARTICIPANTS OTHER TOTALS
<S> <C> <C> <C> <C>

$ 9,649 $ 2,598 $ - $ - $ 649,964
- - 16,140 - 16,140
1,813 2,598 - - 145,375

11,462 5,196 16,140 - 811,479

8,984 3,341 - - 408,267
2,014 3,476 - - 389,557
10,998 6,817 - - 797,824

22,460 12,013 16,140 - 1,609,303

3,382 6,138 24,177 - 587,537
- - - 397 397

3,382 6,138 24,177 397 587,934

(24,458) (4,665) (8,931) (3,816) -

(5,380) 1,210 (16,968) (4,213) 1,021,369

77,049 30,688 202,531 6,746 3,713,895

$71,669 $31,898 $185,563 $2,533 $4,735,264
</TABLE>

___________________________________________________________________________

See accompanying notes to financial statements.

5.
SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
___________________________________________________________________________

NOTE 1 - DESCRIPTION OF PLAN

GENERAL: The Plan is a defined contribution plan subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").

CONTRIBUTIONS: Employer profit sharing contributions are made at
the discretion of the Board of Directors of Shoreline Financial
Corporation limited to the maximum permitted by the Internal
Revenue Code. For 1995, the employer contributions equal 3% of
the consolidated net income of Shoreline Financial Corporation
before federal income taxes and securities gains or losses. In
addition, the employer will match 50% of the employee's voluntary
salary deferrals up to 4% of compensation. Employee voluntary
salary deferrals may not exceed 15%.

PAYMENT OF BENEFITS: The benefit a Plan member is entitled to is
provided by employer and employee contributions and income
thereon (including net realized and unrealized investment gains
and losses) allocated to the member's account. Employees with at
least one year of service (as defined) are entitled to
participate in the salary deferral feature of the Plan.
Employees with at least two years of service (as defined) are
entitled to participate in the employer profit sharing
contributions.

VESTING: Participants are credited with one year of vested
service for each year in which at least 1,000 hours of service
are performed. Participants are 100% vested in employer and
employee contributions and income thereon, at all times.

PLAN TERMINATION: Although it has not expressed any intent to do
so, the Company has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to
the provisions of ERISA and its related regulations. On
termination of service, a participant may elect to receive either
a lump-sum amount equal to the value of his or her account, or
this amount may be paid in installments with interest.

___________________________________________________________________________

(Continued)

6.
SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
___________________________________________________________________________

NOTE 1 - DESCRIPTION OF PLAN (Continued)

INVESTMENT OPTIONS: Upon enrollment in the Plan, a participant
may direct employee and employer contributions in any of seven
investment options.

Shoreline Stock Fund - Funds are invested in shares of
the common stock of Shoreline Financial Corporation,
the sponsor of the Plan.

Money Market Fund - Funds are invested in shares of a
registered investment company that invests in money
market accounts.

Fidelity Growth and Income Fund - Funds are invested in
shares of a registered investment company that invests
primarily in dividend-paying common stocks with growth
potential. The Fund seeks long-term growth, current
income, and growth of income, consistent with
reasonable investment risk.

Fidelity Magellan Fund - Funds are invested in shares
of a registered investment company that invests
primarily in common stocks and convertible securities
with up to 20% of assets invested in debt securities of
all types and qualities. The Fund seeks capital
appreciation.

Fidelity Emerging Market - Funds are invested in equity
investments outside the United States with emerging
economic, countries with developing capital markets,
and in companies that present emerging investment
opportunities. The Fund normally enters into currency-
exchange contracts and may also invest in warrants.
The Fund seeks capital appreciation.

Intermediate Government Fund - Funds are invested in
shares of a registered investment company that invests
only in U.S. Government securities with remaining
maturities of five or fewer years. The Fund seeks
current income.
___________________________________________________________________________

(Continued)
7.
SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
___________________________________________________________________________

NOTE 1 - DESCRIPTION OF PLAN (Continued)

Max-Cap #39 Fund - Funds are invested in shares of a
registered investment company that invests only in
common stocks weighted approximately the same as those
in the S & P 500 Index. The Fund seeks total returns
that approximate the total return of the S & P 500
Index.

Fed GNMA Mortgage Security Fund - Funds are invested in
shares of a registered investment company that normally
invests at least 80% of assets in Government National
Mortgage Association (GNMA) debt. Other investments
may include U.S. Treasury obligations, collateralized
mortgage obligations, real-estate mortgage investment
conduits, stripped mortgage securities, and other U.S.
Government securities. The Fund seeks current income.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The policies and principles which significantly affect the
determination of net assets and results of operations are
summarized below.

ADOPTION OF PLAN: In 1988, Shoreline Financial Corporation
adopted the Shoreline Financial Corporation 401(k)/Profit Sharing
Plan.

ACCOUNTING METHOD: The accounting practices and principles
followed by the Shoreline Financial Corporation 401(k)/Profit
Sharing Plan are based on the modified cash basis, which differs
from generally accepted accounting principles as certain income
and expenses are accounted for on the cash basis.

ESTIMATES: The preparation of financial statements on a modified
cash basis of accounting requires the plan administrator to make
estimates and assumptions that affect certain reported amounts
and disclosures, and actual results may differ from these

___________________________________________________________________________

(Continued)

8.
SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
___________________________________________________________________________

NOTE 2 - SUMMARY OF SIGNIFICANT ACOCUNTING POLICIES (Continued)

estimates. It is at least reasonably possible that a significant
change may occur in the near term for the estimates of investment
valuation.

SECURITY VALUATION: Investments in securities are stated at fair
value. Securities traded on security exchanges are valued at the
last sales price on the day of valuation. In the absence of any
sales, the value is the average of the bid and ask prices on the
day of valuation. Securities traded over the counter are valued
at the average of the bid and ask prices on the day of valuation.
Purchases and sales of securities are recorded on the date the
transaction order is executed.

In accordance with the policy of stating investments at fair
value, net unrealized appreciation for the year along with gains
and losses on sales of investments are reflected in the Statement
of Changes in Net Assets Available for Benefits as net
appreciation in fair value of investments.

LOAN VALUATION: Loans to Plan participants are stated at cost
which approximates fair value.

NOTE 3 - INVESTMENTS

Shoreline Bank, the trustee of the Plan, holds investment assets
and executes transactions.

Under the Plan, employees direct where their contributions and
the employer's match are to be invested. The Plan's investments
are held by a bank-administered trust fund. The following tables
present the fair values of those investments for 1995.
Investments that represent 5% or more of the Plan's net assets
are separately identified.

___________________________________________________________________________

(Continued)

9.
SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
___________________________________________________________________________

NOTE 3 - INVESTMENTS (Continued)

<TABLE>
<CAPTION>
FAIR VALUE OF INVESTMENTS
DECEMBER 31, 1995
NUMBER OF
SHARES OR
INVESTMENTS AT FAIR VALUE AS PRINCIPAL FAIR
DETERMINED BY QUOTED MARKET PRICE AMOUNT VALUE
<S> <C> <C>
Money market
Fidelity Inst Cash I 53 $887,879 $887,879

Pooled funds
Federated GNMA trust 2,815 31,898
Federated inter. government trust 17,038 182,139
Fidelity Magellan fund #21 9,149 786,631
Fidelity growth and income fund #27 26,423 714,755
Fidelity emerging markets 7,075 108,523
Max-Cap fund #39 5,317 71,669

Shoreline Financial Corporation common stock 93,440 1,763,674
4,547,168
</TABLE>

<TABLE>
<CAPTION>
NUMBER OF
SHARES OR
PRINCIPAL FAIR
INVESTMENTS AT ESTIMATED FAIR VALUE AMOUNT VALUE
<S> <C> <C> <C>
Loans to Plan participants $185,563 $ 185,563

Total investments at fair value $4,732,731
</TABLE>

___________________________________________________________________________

(Continued)

10.
SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
___________________________________________________________________________

NOTE 3 - INVESTMENTS (Continued)

During 1995, the Plan's investments (including investments
bought, sold, as well as held during the year) appreciated in
value by $649,964 as follows:

<TABLE>
<CAPTION>
<S> <C>
Investments at fair value as determined by quoted
market price
Pooled funds $416,230
Shoreline Financial Corporation common stock 233,734

Net depreciation in fair value of investments $649,964
</TABLE>

CONCENTRATION OF CREDIT RISK

The Plan's assets are invested in pooled funds consisting
primarily of investments in U.S. Government securities and
corporate stocks of corporations located primarily in the United
States. The Plan also invests in Shoreline Financial Corporation
common stock. Additionally, temporary investments are made in
money market funds.

NOTE 4 - INVESTMENTS - UNAUDITED INFORMATION

Shoreline Bank, the trustee of the Plan, holds investment assets
and executes transactions. Substantially all information
pertaining to investments included in the 1994 financial
statement has been certified by them. This information has not
been audited by independent accountants.

___________________________________________________________________________

(Continued)

11.
SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
___________________________________________________________________________

NOTE 4 - INVESTMENTS - UNAUDITED INFORMATION (Continued)

<TABLE>
<CAPTION>
FAIR VALUE OF INVESTMENTS
DECEMBER 31, 1994
NUMBER OF
SHARES OR
INVESTMENTS AT FAIR VALUE AS PRINCIPAL FAIR
DETERMINED BY QUOTED MARKET PRICE AMOUNT VALUE
<S> <C> <C>
Money market
Fidelity Inst Cash I 53 $758,151 $ 758,151

Pooled funds
Federated GNMA trust 2,928 30,688
Federated inter. government trust 11,281 112,924
Fidelity Magellan fund #21 8,008 534,907
Fidelity growth and income fund #27 26,237 553,335
Max-Cap fund #39 6,608 77,049

INVESTMENTS AT FAIR VALUE AS
DETERMINED BY QUOTED MARKET PRICE

Shoreline Financial Corporation common stock 84,563 $1,437,564
3,504,618

INVESTMENTS AT ESTIMATED FAIR VALUE

Loans to Plan participants $202,531 202,531

Total investments at fair value $3,707,149
</TABLE>

NOTE 5 - TAX STATUS

The Internal Revenue Service has determined and informed the
Company by letter dated December 20, 1994, that the Plan and
related trust are designed in accordance with applicable sections
of the Internal Revenue Code (IRC). The Plan has been amended
___________________________________________________________________________

(Continued)

12.
SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
___________________________________________________________________________

NOTE 5 - TAX STATUS (Continued)

since receiving the determination letter. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is
designed and is currently being operated in compliance with the
applicable requirements of the IRC.

NOTE 6 - PARTY-IN-INTEREST TRANSACTIONS

Parties-in-interest are defined under Department of Labor
Regulations as any fiduciary of the Plan, any party rendering
service to the Plan, the employer and certain others.
Professional fees for the administration and audit of the Plan
were paid by the Company.

During 1995, the Plan, under employee direction, purchased 13,318
shares of Shoreline Financial Corporation common stock for a
total purchase price of $245,178 and sold 3,212 shares of
Shoreline Financial Corporation common stock for $55,526 and
realized a gain of $16,830. In addition, there was a 5 percent
stock dividend in 1995.

The Plan held the following party-in-interest investments (at
market value):

<TABLE>
<CAPTION>
DECEMBER 31,
1995 1994
<S><C> <C> <C>
Shoreline Financial Corporation - Common Stock $1,763,674 $1,437,564
</TABLE>

___________________________________________________________________________

(Continued)

13.
SHORELINE FINANCIAL CORPORATION
401(k)/PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 1995 and 1994
___________________________________________________________________________

NOTE 7 - SUBSEQUENT EVENTS

Shoreline Financial Corporation made additional contributions of
$364,234 in 1996 and $298,267 in 1995 which relate to the plan
years ended December 31, 1995 and 1994, respectively. As the
financial statements are reported on a modified cash basis, these
contributions are reported in the year received. Accordingly,
the $364,234 contribution will be reflected in the Plan's 1996
financial statements and the $298,267 contribution has been
reflected in the Plan's 1995 financial statements.

NOTE 8 - TERMINATED PARTICIPANTS

Included in net assets available for benefits are amounts
allocated to individuals who have withdrawn from the Plan.
Amounts allocated to these participants were approximately
$210,200 and $104,300 at December 31, 1995 and 1994,
respectively.

___________________________________________________________________________

14.

SUPPLEMENTAL SCHEDULES

SCHEDULE G FINANCIAL SCHEDULES OMB No. 1210-0016
(Form 5500) This schedule may be filed as an attachment to the
Annual Return/Report Form 5500 under Section 104 of the
Employee Retirement Income Security Act of 1974, 1995
Department of the Treasury referred to as ERISA
Internal Revenue Service THIS FORM IS OPEN
__________ TO PUBLIC INSPECTION

SEE THE INSTRUCTIONS FOR ITEM 27 OF THE FORM 5500.

Department of Labor
Pension and Welfare ATTACH TO FORM 5500
Benefits Administration
________________________________________________________________________________

For calendar plan year 1995 or fiscal plan year beginning January 1, 1995,
and ending December 31, 1995

________________________________________________________________________________

Name of plan sponsor as shown on line 1a EMPLOYER IDENTIFICATION
of Form 5500 NUMBER
SHORELINE FINANCIAL CORPORATION 38-2758932

________________________________________________________________________________

Name of Plan Three-digit
SHORELINE FINANCIAL CORPORATION plan number 0-0-2
401(k)/PROFIT SHARING PLAN

________________________________________________________________________________

PART I SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES--SEE FORM
5500, ITEM 27A.
________________________________________________________________________________

<TABLE>
<CAPTION>
(b) (c) (e)
(a) IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, (d) CURRENT
LESSOR, OR SIMILAR PARTY RATE OF INTEREST, COLLATERAL, PAR OR MATURITY VALUE COST VALUE
<S> <C> <C> <C> <C>
Fidelity Investments 887,879 shares, Money Market-Mutual Fund 887,879 887,879

Federated U.S. Government 17,039 shares, Mutual Fund-US Treas. Bonds/Notes 173,717 182,139

Federated GNMA 2,816 shares, Mutual Fund-US Agencies 32,068 31,898

* Shoreline Financial Corporation 93,440 shares of Common Stock 1,269,617 1,763,674

Federated Inst.Max- Cap Fund #39 5,317 shares, Mutual Fund-Domestic 62,806 71,669

Fidelity Investments-
Magellen Fund #21 9,149 shares, Mutual Fund-Domestic 655,780 786,631

Fidelity Investments-
Growth & Income Fund #27 26,423 shares, Mutual Fund-Domestic 579,747 714,755

Fidelity Investments-Emerging Mkts 7,075 shares, Mutual Fund-International/Global 105,552 108,523

* Participant Loans Interest Rate (7% - 10%) 0 185,563
</TABLE>
______________________________________________________________________________

FOR PAPERWORK REDUCTION ACT NOTICE,
SEE THE INSTRUCTIONS FOR FORM 5500. MGA Schedule G (Form 5500) 1995

* DENOTES PARTY-IN-INTEREST

Schedule G (Form 5500) 1995 Page 2

________________________________________________________________________________

PART II SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES THAT WERE
BOTH ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR--SEE FORM 5500,
ITEM 27A.
________________________________________________________________________________

(a) (b) (c) (d)
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF INVESTMENT INCLUDING MATURITY DATE, COSTS OF PROCEEDS OF
LESSOR, OR SIMILAR PARTY RATE OF INTEREST, COLLATERAL, PAR OF MATURITY VALUE ACQUISITIONS DISPOSITIONS

<S> <C> <C> <C>
</TABLE>
________________________________________________________________________________

________________________________________________________________________________

PART III SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS--SEE FORM 550,
ITEM 27B
________________________________________________________________________________
<TABLE>
<CAPTION>
AMOUNT RECEIVED (g)
DURING REPORTING YEAR DETAILED DESCRIPTION OF LOAN INCLUDING AMOUNT OVERDUE
(b) (c) __________________ (f) DATES OF MAKING AND MATURITY, INTEREST ___________________
IDENTITY AND ORIGINAL UNPAID RATE, THE TYPE AND VALUE OF COLLATERAL,
(a) ADDRESS OF AMOUNT OF (d) (e) BALANCE AT ANY RENEGOTIATION OF THE LOAN AND THE (h) (i)
OBLIGOR LOAN PRINCIPAL INTEREST END OF YEAR TERMS OF THE RENEGOTIATION AND OTHER PRINCIPAL INTEREST
MATERIAL ITEMS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
________________________________________________________________________________

Schedule G (Form 5500) Page 3

________________________________________________________________________________

PART IV SCHEDULE OF LEASES IN DEFAULT OR CLASSIFIED AS UNCOLLECTIBLE--SEE
FORM 5500, ITEM 27C.
________________________________________________________________________________

<TABLE>
<CAPTION>
(d)
(a) (b) (c) TERMS AND DESCRIPTION (TYPE) (e) (f) (g) (h) (i) (j)
IDENTITY RELATIONSHIP OF PROPERTY, LOCATION AND ORIGINAL CURRENT GROSS EXPENSES NET AMOUNT
OF TO PLAN, DATE IT WAS PURCHASED COST VALUE AT RENTAL PAID RECEIPTS IN
LESSOR/ EMPLOYER, TERMS REGARDING RENT, TIME OF RECEIPTS DURING ARREARS
LESSEE EMPLOYEE TAXES, INSURANCE, REPAIRS, LEASE DURING THE PLAN
ORGANIZATION, EXPENSES, RENEWAL THE PLAN YEAR
OR OTHER RENEWAL OPTIONS, DATE YEAR
PARTY-IN- PROPERTY WAS LEASED)
INTEREST
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
________________________________________________________________________________

________________________________________________________________________________

PART V SCHEDULE OF REPORTABLE TRANSACTIONS--SEE FORM 550, LINE 27D.
________________________________________________________________________________

<TABLE>
<CAPTION>
(h)
(a) (b) (f) CURRENT (i)
IDENTITY DESCRIPTION OF ASSET (c) (d) (e) EXPENSE (g) VALUE OF NET
OF PARTY (INCLUDE INTEREST RATE AND PURCHASE SELLING LEASE INCURRED COST OF ASSET ON GAIN
INVOLVED MATURITY IN CASE OF A LOAN) PRICE PRICE RENTAL WITH ASSET TRANSACTION OR
TRANSACTION DATE LOSS
<S> <C> <C> <C> <C> <C> <C> <C> <C>
*Market 14,917 shares of Shoreline 261,778 N/A N/A N/A 261,778 261,778 0
Financial Corp. Common Stock

*Market 3,212 shares of Shoreline N/A 55,526 N/A N/A 38,696 55,526 16,830
Financial Corp. Common Stock

Market 70,944 shares Fidelity Inst Cash 70,944 N/A N/A N/A 70,944 70,944 0

Market 128 shares Fidelity Growth & N/A 3,332 N/A N/A 2,794 3,332 538
Income Fund

Market 862 shares of Fidelity Growth & 22,633 N/A N/A N/A 22,633 22,633 0
Income Fund
</TABLE>

* DENOTES PARTY-IN-INTEREST

Schedule G (Form 5500) 1995 Page 4

________________________________________________________________________________

PART VI SCHEDULE OF NONEXEMPT TRANSACTIONS--SEE FORM 5500, ITEM 27E.
If a nonexempt prohibited transaction occurred with respect to a disqualified
person, file Form 5330 with the IRS to pay the excise tax on the transaction.
________________________________________________________________________________

<TABLE>
<CAPTION>
(b) (c) (g)
(a) RELATIONSHIP TO DESCRIPTION OF EXPENSES (i) (j)
IDENTITY PLAN, EMPLOYER, TRANSACTIONS INCLUDING (d) (e) (f) INCURRED IN (h) CURRENT NET GAIN
OF PARTY OR OTHER MATURITY DATE, RATE PURCHASE SELLING LEASE CONNECTION COST OF VALUE OF OR (LOSS)
INVOLVED PARTY-IN-INTEREST OF INTEREST, COLLATERAL, PRICE PRICE RENTAL WITH ASSET ASSET ON EACH
PAR OR MATURITY VALUE TRANSACTION TRANSACTION

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
________________________________________________________________________________

________________________________________________________________________________

PART VII SCHEDULE OF NONEXEMPT TRANSACTIONS--SEE FORM 5500, ITEM 27F.
If a nonexempt prohibited transaction occurred with respect to a disqualified
person, file Form 5330 with the IRS to pay the excise tax on the transaction.
________________________________________________________________________________

<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
________________________________________________________________________________