LIFE BANCORP INC
10-C, 1996-07-31
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                 SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
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                                    FORM 10-C
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                    REPORT BY ISSUER OF SECURITIES QUOTED ON
                           THE NASDAQ STOCK MARKET(sm)
                  FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                              OR 15d-17 THEREUNDER
                               Life Bancorp, Inc.
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             (Exact name of registrant as specified in its charter)

                   109 E. Main Street, Norfolk, Virginia 23514
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                     (Address of principal executive office)

                                 (757) 858-1000
                                 --------------
                 Issuer's telephone number (including area code)

                    I. Change in Number of Shares Outstanding
Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:

1.  Title of Security              Common Stock (par value $.01 per share)
                      ----------------------------------------------------

2.  Number of shares outstanding before the change        10,365,094
                                                     ------------------

3.  Number of shares outstanding after the change           9,846,840
                                                     ------------------

4.  Effective date of Change                                 July 26, 1996
                             ---------------------------------------------

5.  Method of change: Specify method (such as merger, acquisition, exchange,
                      distribution, stock split, reverse split, acquisition of
                      stock for treasury, etc.)
                       Acquisition of stock to be retired
                       ----------------------------------
                       
Give brief  description of  transaction:  Pursuant to an open-market  repurchase
program  between  May 7,  1996 and July  29,  1996,  Life  Bancorp,  Inc.  ("the
Company")  acquired 518,254 shares,  or 5.0%, of its shares  outstanding  before
such  acquisitions.  Subsequent to  acquisition,  effective as of the settlement
date, the issued and outstanding shares of the Company were reduced accordingly.
                          II. Change in Name of Issuer

1.  Name prior to change                                          N/A
2.  Name after change                                             N/A
3.  Effective date of charter amendment changing name             N/A
4.  Date of shareholder approval of change, if required           N/A


July 31, 1996            /s/ Tollie W. Rich, Jr.
DATE                     Tollie W. Rich, Jr.    OFFICER'S SIGNATURE AND TITLE
                         Executive Vice President and
                         Chief Operating Officer




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