SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549 
 
 
FORM 10-Q 
 
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  
OF THE SECURITIES EXCHANGE ACT OF 1934 
 
For the quarterly period ended March 31, 1995 
Commission File Number: 1-9047 
 
Independent Bank Corp.  
(Exact name of registrant as specified in its charter) 
 
      Massachusetts                   	 04-2870273 
 (State or other jurisdiction of       (I.R.S.  Employer 
  incorporation or organization)        Identification No.) 
 
 288 Union Street, Rockland, Massachusetts 02370  
(Address of principal executive offices, including zip code) 
 
(617) 878-6100 
(Registrant's telephone number, including area code) 
 
 
	 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   
 
 
	As of May 1, 1995 there were 14,471,803 shares of the issuer's 
common stock outstanding. 
 
 
 
 
 
                                                              
INDEX 
 
 
PART I.   FINANCIAL INFORMATION 
 
Item 1.  Financial Statements (Unaudited) 
 
	Consolidated Balance Sheets - March 31, 1995 and December 31, 1994 
 
	Consolidated Statements of Income - Three months ended March 31,	1995
  and 1994 
 
	Consolidated Statements of Cash Flows - Three months ended March	31, 1995
  and 1994 
 
	Notes to Consolidated Financial Statements - March 31, 1995  
 
Item 2.  Management's Discussion and Analysis of Financial Condition and 
		Results of Operations 
 
 
PART II.  OTHER INFORMATION 
 
Item 1.  	Legal Proceedings 
 
Item 2.  	Changes in Securities 
 
Item 3. 	Defaults Upon Senior Securities 
 
Item 4. 	Submission of Matters to a Vote of Security Holders 
 
Item 5. 	Other Information 
 
Item 6. 	Exhibits and Reports on Form 8-K 
 
 
 


INDEPENDENT BANK CORP.   
CONSOLIDATED BALANCE SHEETS                MARCH 31,        DECEMBER 31, 
(Unaudited - in thousands)                   1995               1994  
                                                       
ASSETS   
   Cash and Due From Banks                  $48,914           $48,555  
   Federal Funds Sold and Assets  
      Purchased Under Resale  
      Agreements                                  -            10,000  
   Interest Bearing Deposits                    502               502  
   Securities Held To Maturity              254,819           256,785  
   Securities Available For Sale              4,273             4,250  
   Federal Home Loan Bank Stock               3,100             3,100  
   Loans, Net of Unearned Discount          608,819           590,689  
   Less: Reserve for Possible Loan 
      Losses                                (13,905)          (13,719) 
   Net Loans                                594,914           576,970  
   Bank Premises and Equipment                7,540             7,088  
   Other Real Estate Owned                    3,381             3,866  
   Other Assets                              17,534            18,078  
TOTAL ASSETS                               $934,977          $929,194  
 
LIABILITIES   
   Deposits   
      Demand Deposits                      $146,779          $157,144  
      Savings and NOW Accounts              267,510           277,827  
       Money Market and Super NOW  
          Accounts                          107,229           121,133  
      Time Certificates of Deposit over    
           $100,000                          21,474            21,219  
      Other Time Deposits                   239,213           219,289  
   Total Deposits                           782,205           796,612  
   Federal Funds Purchased and Assets   
      Sold Under Repurchase Agreements       45,273            26,585  
   Federal Home Loan Bank Borrowings         25,000            25,000  
   Treasury Tax and Loan Notes                1,731             3,802  
   Other Liabilities                          9,583             8,028  
   Subordinated Capital Notes                 4,965             4,965  
   Total Liabilities                        868,757           864,992  
STOCKHOLDERS' EQUITY   
   Common Stock, $.01 par value   
      Authorized: 30,000,000 Shares   
      Outstanding: 14,460,209 Shares at   
         March 31, 1995 and 14,433,632  
         at December 31, 1994                   145               144  
    Surplus                                  43,498            43,382  
    Retained Earnings                        22,741            20,930  
    Unrealized Loss on Securities  
         Available For Sale, Net of Tax        (164)             (254)         
     Total Stockholders' Equity              66,220            64,202  
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY   $934,977          $929,194  

 
 
 


INDEPENDENT BANK CORP.    
CONSOLIDATED STATEMENTS OF INCOME         THREE MONTHS ENDED MARCH 31,   
(Unaudited - in thousands)                       1995          1994  
                                                       
INTEREST INCOME     
   Interest on Loans                           $13,315       $10,707 
   Interest and Dividends on Securities          4,089         3,936  
   Interest on Federal Funds Sold and  
      Repurchase Agreements                         57           172  
   Interest on Interest Bearing Deposits             6             5  
      Total Interest Income                     17,467        14,820  
INTEREST EXPENSE    
   Interest on Deposits                          5,503         5,024  
   Interest on Borrowed Funds                    1,065           310  
      Total Interest Expense                     6,568         5,334  
   Net Interest Income                          10,899         9,486  
PROVISION FOR POSSIBLE LOAN LOSSES                 250           298  
   Net Interest Income After Provision For   
      Possible Loan Losses                      10,649         9,188  
NON-INTEREST INCOME    
   Service Charges on Deposit Accounts           1,420         1,381  
   Trust and Investment Services Income            523           474  
   Other Non-Interest Income                       812           991  
      Total Non-Interest Income                  2,755         2,846  
NON-INTEREST EXPENSES    
   Salaries and Employee Benefits                5,441         5,013  
   Occupancy Expenses                              774           807  
   Equipment Expenses                              492           456  
   Other Non-Interest Expenses                   3,208         3,332  
      Total Non-Interest Expenses                9,915         9,608  
INCOME BEFORE INCOME TAXES                       3,489         2,426  
PROVISION FOR INCOME TAXES                       1,099           712  
NET INCOME                                      $2,390        $1,714  
NET INCOME PER SHARE                             $0.17         $0.12  
Weighted average common and common    
   equivalent shares outstanding            14,449,892    14,409,078  

 
 
 
 
 


INDEPENDENT BANK CORP.   
CONSOLIDATED STATEMENTS OF CASH FLOWS       THREE MONTHS ENDED MARCH 31,  
(Unaudited - in thousands)                      1995             1994 
                                                                          
CASH FLOWS FROM OPERATING ACTIVITIES:   
  Net Income                                    2,390            1,714  
  ADJUSTMENTS TO RECONCILE NET INCOME TO    
    NET CASH PROVIDED FROM OPERATING ACTIVITIES:   
    Depreciation and amortization                 641              651  
    Provision for possible loan losses            250              298  
    Loans originated for resale                (2,716)         (14,500) 
    Proceeds from mortgage loan sales           2,713           14,526  
    Gain (loss) on sale of mortgages                3              (26) 
    Changes in assets and liabilities:   
       Decrease in other assets                   964            2,444  
       Increase in other liabilities            1,573            2,830  
TOTAL ADJUSTMENTS                               3,428            6,223  
    NET CASH PROVIDED FROM OPERATING 
     ACTIVITIES                                 5,818            7,937  
CASH FLOWS FROM INVESTING ACTIVITIES:   
    Proceeds from maturities of  
       Securities Held To Maturity              5,412           13,761  
    Proceeds from maturities of Securities 
        Available For Sale                        102                -      
    Purchase of Securities Held To Maturity    (3,616)         (20,692) 
    Net increase in Loans                     (20,648)         (20,150) 
    Proceeds from sale of OREO                  2,308            2,995  
    Investment in Bank Premises and 
        Equipment                                (766)            (758) 
    Premium paid for Plymouth Fed Deposits          -           (1,573) 
    NET CASH PROVIDED USED IN INVESTING 
        ACTIVIES                               (17,208)        (26,417) 
CASH FLOWS FROM FINANCING ACTIVITIES:   
    Acquired Deposits                                -          21,574  
    Net increase (decrease) in Time Deposits    20,179          (8,793) 
    Net decrease in Other Deposits             (34,586)         (6,087) 
    Net increase in Federal Funds Purchased  
       and Assets Sold Under Repurchase  
       Agreements                               18,687           5,330  
    Net decrease in Treasury Tax and Loan 
      Notes                                     (2,071)         (2,691) 
    Proceeds from stock issuance                   118               -        
    Dividends Paid                                (578)              - 
    NET CASH PROVIDED FROM (USED IN)  
       FINANCING ACTIVITIES                      1,749           9,333  
    NET DECREASE IN CASH AND CASH EQUIVALENTS   (9,641)         (9,147) 
    CASH AND CASH EQUIVALENTS AT THE BEGINNING   
        OF THE YEAR                             58,555          57,860  
   CASH AND CASH EQUIVALENTS AS OF MARCH 31,    48,914          48,713  

 
 
 
 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  
 
 
BASIS OF PRESENTATION 
 
	The accompanying unaudited consolidated financial statements 
include the accounts of Independent Bank Corp.(the Company) and its 
wholly-owned subsidiary, Rockland Trust Company (Rockland or the Bank).  
These consolidated financial statements have been prepared in accordance 
with generally accepted accounting principles for interim financial 
information and with the instructions to Form 10-Q and Article 10 of 
Regulation S-X.  Accordingly, they do not include all of the information 
and footnotes required by generally accepted accounting principles for 
complete financial statements.  In the opinion of management, all 
adjustments considered necessary for a fair presentation of the   
financial statements, primarily consisting of normal recurring 
adjustments, have been included.  Certain amounts in prior year 
financial statements have been reclassified to conform to the current 
year's presentation.  Operating results for the three months ended March 
31, 1995 are not necessarily indicative of the results that may be 
expected for the year ended December 31, 1995 or any other interim 
period. For further information, refer to the consolidated financial 
statements and footnotes thereto included in the Company's annual report 
on Form 10-K for the year ended December 31, 1994. 
 
 
RECENT ACCOUNTING DEVELOPMENTS 
 
	On January 1, 1995, the Company adopted Statement of Financial 
Accounting Standards (SFAS) No. 114, "Accounting By Creditors for 
Impairment of a Loan."  A loan is considered impaired when it is 
probable that a creditor will be unable to collect all principal and 
interest due according to the contractual terms of the loan agreement.  
SFAS No. 114 requires, among other things, that creditors measure 
impaired loans at the present value of expected future cash flows, 
discounted at the loan's effective interest rate or, alternatively, at 
the loan's observable market price or the fair value of the collateral 
if the loan is collateral dependent. The recognition of income on 
impaired loans is governed by SFAS No. 114 and SFAS No. 118, which 
amended SFAS No. 114 by allowing creditors to use their existing methods 
of recognizing interest income on impaired loans, in addition to the 
methods prescribed under SFAS No. 114.  The Company will recognize 
interest income on impaired loans on a cash basis only when the ultimate 
collectibility of principal is no longer considered doubtful. 
 
	SFAS No. 114 requires that in-substance foreclosures (ISF) be 
reclassified as loans.  The effect on the Company's balance sheet on 
January 1, 1995, the date of the adoption of SFAS No. 114, was an  
 
 
 
 
 
 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  - continued 
 
increase to loans and a decrease to other real estate owned (OREO) of 
$1.6 million.  In addition, prior period balances have been reclassified 
to reflect loans, OREO, loan loss provisions, and OREO write-down 
expenses on a basis comparable to the classification that would have 
been used under SFAS No. 114.   
 
	Based on its policies and procedures, the Company has determined 
that loans recognized as nonaccrual, restructured, or ISF are equivalent 
to "impaired loans" as defined by SFAS No. 114.  The Company has also 
determined that the reserve for possible loan losses as of March 31, 
1995 did not require an additional loan loss provision as a result of 
the adoption of this new standard.  Total impaired loans at March 31, 
1995 with required reserves were approximately $6.0 million, and the 
reserve for possible loan losses allocated to such loans was 
approximately $1.4 million.  Also, the Company had additional impaired 
loans of $3.7 million that did not require an allocation of the reserve 
for possible loan losses. 
 
 
	 
 
 
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
        FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
            FOR THE THREE MONTHS ENDED MARCH 31, 1995 
 
 
 
SUMMARY 
 
 	For the three months ended March 31, 1995, Independent Bank Corp. 
earned $2,390,000.  These earnings are a substantial improvement over 
the operating results for the first three months of the prior year when 
the Company recorded net income of $1,714,000.  Higher net interest 
income was the  primary factor behind the improved 1995 results.  
Substantial loan growth across all loan categories resulted in an 
increase in interest income of $2,647,000 for the first quarter of 1995 
as compared to the first quarter of 1994.  During this same period, 
interest expense grew by $1,234,000.  The provision for loan losses for 
the first quarter of 1995 amounted to $250,000, a slight reduction from 
the 1994 provision of $298,000, as reclassified to comply with SFAS No. 
114.  Non-interest income for the first quarter of 1995 was $91,000 
lower than for the first quarter of 1994 due to a decline in mortgage 
origination activity while first quarter 1995 non-interest expense was 
$307,000 higher than for the first quarter of 1994 due to an increase in 
salaries and employee benefits. 
 
	The Company earned $0.17 per share for the first three months of 
1995, based on 14,449,892 average shares of common stock outstanding.  
These earnings compare to $0.12 per share for the first three months of 
1994, based on 14,409,078 average shares of common stock outstanding. 
 
	The annualized consolidated returns on average assets and average 
equity for the first three months of 1995 were 1.04% and 14.78%, 
respectively.  This compares to annualized consolidated returns on 
average assets and average equity for the first three months of 1994 of 
0.82% and 11.73%, respectively. 
 
	As of March 31, 1995, total assets amounted to $935.0 million, an 
increase of $5.8 million over the 1994 year-end balance. Loans, net of 
unearned discount, increased $18.1 million, or 3.1%, since year-end 1994 
with strong growth noted in the instalment and commercial real estate 
categories.  The Company experienced its usual first quarter seasonal 
decline in deposit balances.  The Company offset this decline and funded 
loan demand with drawings under existing repurchase agreement lines. 
 
	Nonperforming assets totaled $10.1 million as of March 31, 1995, 
$1.6 million, or 13.5%, lower than the 1994 year-end balances.  The 
continuing reduction in the level of these assets benefits the Company 
through increased net interest income, a lower provision for possible 
loan losses, and reduced expenses incurred in managing and liquidating 
these assets. 
 
 
 
 
NET INTEREST INCOME 
 
	The discussion of net interest income which follows is presented 
on a fully tax-equivalent basis.  Net interest income for the three 
months ended March 31, 1995 amounted to $10,999,000, an increase of 
$1,417,000, or 14.8%, over the comparable 1994 time frame.  The 
Company's interest rate spread (the difference between the weighted 
average yield on interest-earning assets and the weighted average cost 
of interest-bearing liabilities) decreased by 2 basis points as rates 
paid on interest-bearing liabilities increased slightly more than rates 
earned on interest-earning assets. The average balance of interest-
earning assets for the first three months of 1995 was $92.2 million, or 
12.0%, higher than the comparable 1994 time frame, while the average 
volume of interest-bearing liabilities for the first three months of 
1995 was $60.4 million, or 9.4%, higher than the first three months of 
1994.  As a result of these changes, the Company's net interest margin 
(net interest income as a percent of average interest-earning assets) 
for the first three months of 1995 was 5.09% as compared to 4.97% for 
the comparable 1994 time frame. 
 
	Income from interest-earning assets amounted to $17,567,000 for 
the three months ended March 31, 1995, an increase of approximately $2.7 
million, or 17.8%, from the first three months of 1994. The average 
balance of taxable investment securities increased more than $3.5 
million, as the Company selectively took advantage of improved yields in 
the bond market.  The average balance of non-taxable investment 
securities reflected a decrease as the Company placed funds in higher 
yielding, taxable investment opportunities.  As a result of solid loan 
growth in the second and third quarters of 1994, the Company recorded a 
substantial increase in the first quarter 1995 average balance of loans 
outstanding when compared to the similar 1994 time frame.  The average 
balance of loans, net of unearned discount, increased $108.8 million, or 
22.3%.  The average balances of federal funds sold and interest bearing 
deposits for the first three months of 1995 were lower than the 
comparable 1994 time frame, as the Company deployed available funds into 
higher yielding loans. 
 
	Interest income is sensitive to changes in market rates of 
interest due to the significant number of variable and floating rate 
loans in the Company's portfolio.  At March 31, 1995, loans having 
interest rates which adjust in accordance with changes in the Company's 
base lending rate or other market indices amounted to approximately 
$317.7 million, or 52.2% of loans, net of unearned discount. 
 
	Interest income is also impacted by the amount of nonperforming 
loans. The amount of interest due but not recognized on nonperforming 
loans amounted to approximately $174,000 for the three months ended 
March 31, 1995, compared to $348,000 for the three months ended March 
31, 1994. 
 
 
 
 
	The increase in the average balance of interest-bearing 
liabilities was divided between deposits and borrowings.  The average 
balance of interest-bearing deposits for the first three months of 1995 
was $21.8 million, or 3.6%, higher than the comparable 1994 time frame.  
Transaction account balances declined during this time period while time 
deposit balances increased in response to rising interest rates  and the 
acquisition of certain deposits of the failed Plymouth Federal Savings 
Association from the Resolution Trust Corporation.  For the three months 
ended March 31, 1995, average borrowings were $38.6 million higher than 
the first quarter of 1994 as the Company utilized its available lines of 
credit to fund loan growth and offset the usual first quarter deposit 
decline.   
 
 
PROVISION FOR POSSIBLE LOAN LOSSES 
 
	The provision for possible loan losses represents the charge to 
expense that is required to fund the reserve for possible loan losses.  
The level of the reserve for possible loan losses is determined by 
management of the Company based upon known and anticipated circumstances 
and conditions.  An analysis of individual loans and the overall risk 
characteristics and size of the different loan portfolios is conducted 
on an ongoing basis.  In addition, the Company also considers industry 
trends, regional and national economic conditions, past estimates of 
possible losses as compared to actual losses, and historical loan loss 
patterns.  This ongoing managerial assessment is reviewed periodically 
by third-party loan review consultants  and annually by the Company's 
independent public accountants.  Adjustments are reported in the 
earnings of the period in which they become known. 
 
	For the three months ended March 31, 1995, the provision for 
possible loan losses amounted to $250,000, slightly  below the $298,000 
loan loss provision for the comparable 1994 period.  For the first three 
months of 1995, loans charged-off, net of recoveries of loans previously 
charged-off,  amounted to $63,000, as compared to $731,000 for the 
comparable 1994 time frame.  This reduction in the level of net loan 
charge-offs reflects the substantial improvement in the quality of the 
Company's loan portfolio and strong loan recovery results. 
 
	As of March 31, 1995, the ratio of the reserve for possible loan 
losses to loans, net of unearned discount, was 2.28%, slightly below the 
1994 year-end level of 2.33%. The ratio of the reserve for possible loan 
losses to nonperforming loans was 205.7% at March 31, 1995, 
substantially higher coverage than the level of 108.3% recorded a year 
earlier. 
 
 
 
 
 
NON-INTEREST INCOME 
 
	Non-interest income for the three months ended March 31, 1995 was 
$2,755,000, a decrease of $91,000, or 3.2%, from the comparable 1994 
time period. Service charges on deposit accounts for the first three 
months of 1995 showed a slight increase from the first three months of 
1994 due to a higher base of customer accounts. Trust and Investment 
Services income was slightly higher due to an increase in the number of 
accounts under management and an improving securities market.  Other 
non-interest income declined approximately $179,000, or 18.1%.  This 
reduction is attributable to lower mortgage fees and service charges due 
to substantially decreased residential mortgage loan originations from 
the first quarter of 1994 when origination volume was still benefiting 
from the favorable rate environment which had existed.  In addition, the 
Company experienced a significant decline in gains realized from the 
sale of mortgage loans in the secondary market due to a management 
decision to retain adjustable rate residential mortgage loans in the 
portfolio and a rising interest rate environment which depressed 
secondary market sales potential.  The Company had no other gains on the 
sale of assets in the first three months of 1995 or 1994 other than on 
the sale of mortgages originated in the normal course of business.   
 
 
NON-INTEREST EXPENSES 
 
	Non-interest expenses totaled $9,915,000 for the three months 
ended March 31, 1995, a $307,000, or 3.2%, increase from the comparable 
1994 period.  Higher salaries and employee benefits were primarily 
responsible for this increase.  Salaries and employee benefits were 
affected by the impact of wage increases, an expansion of the employee 
ranks, as well as higher payroll taxes, medical insurance premiums, and 
pension costs. Occupancy expenses showed a small decline when compared 
to the first three months of 1994 as the Company benefited from a mild 
winter.  Equipment expenses for the first three months of 1995 showed a 
small increase when compared to the first three months of 1994.   
 
	Other non-interest expenses for the first three months of 1995 
declined $124,000, or 3.7%, from the first three months of 1994.  The 
Company recorded a substantial decline in expenses incurred in 
connection with foreclosed properties.  As the volume of these 
properties has declined, so have their associated costs.  The Company 
also realized a reduction in FDIC insurance premiums due to a lower 
assessment rate.  In addition, legal fees, software maintenance costs, 
and recovery and collection expenses for the first quarter of 1995 were 
lower than the first quarter of 1994.  Other non-interest expenses were 
negatively impacted by increases in business development costs, postage, 
telephone, and certain expenses incurred in connection with a loan 
promotion program. 
 
 
 
 
 
INCOME TAXES 
 
	The Company records income tax expense pursuant to Statement of 
Financial Accounting Standards No. 109, "Accounting For Income Taxes".  
The Company has followed a conservative policy for recording the 
deferred tax asset permitted under this standard due to the uncertain 
realizability of the full amount of the asset.  The Company evaluates 
the deferred tax asset and its offsetting valuation reserve on a 
quarterly basis.  In measuring the deferred tax asset at March 31, 1995,  
the Company took into consideration the trend of recorded earnings and 
projections of future earnings.   Based on twelve consecutive quarters 
of increasingly profitable operations and management's projections for 
continued profitable operations in the future,  the uncertainty 
surrounding the realizability of the deferred tax asset has been 
significantly reduced.  Accordingly, in the first quarter of 1995 the 
Company reduced the offsetting valuation reserve by  $325,000, thereby 
reducing the Company's effective income tax rate to 31.5% for the 
quarter then ended. The Company will continue to assess the 
realizability of its deferred tax asset under this standard based on its 
continuing assessment of the trend in projected earnings. 	 
 
 
ASSET/LIABILITY MANAGEMENT 
 
	The principal objective of the Company's asset/liability 
management strategy is to reduce the vulnerability of the Company to 
changes in interest rates.  This is done by managing the volume of 
assets and liabilities maturing, or subject to repricing, and by 
adjusting rates in relation to market conditions to influence volumes 
and spreads.   
 
	The effect of interest rate volatility on net interest income is 
minimized when the difference between assets and liabilities that 
reprice within a given time period (the interest sensitivity gap) is the 
smallest.  Given the inherent uncertainty of future interest rates, the 
Asset/Liability Management Committee evaluates the interest sensitivity 
gap and executes strategies, which may include off-balance sheet 
activities, in an effort to minimize the Company's interest rate risk 
while providing adequate earnings in most plausible future interest rate 
environments.   
 
	Beginning in 1992, Rockland has entered into interest rate swap 
agreements as a hedge against stable or declining interest rates.  As of 
March 31, 1995, Rockland had  interest rate swap agreements with a total 
notional value of $115 million.   These swaps were arranged through 
three large international banking institutions and have initial 
maturities ranging from one to five years.  The Bank receives fixed rate 
payments and pays a variable rate of interest tied to 3-month LIBOR.   
 
 
 
 
 
	Consistent with the Company's asset/liability management 
strategies, Rockland purchased a three year, $40 million (notional 
value) interest rate floor in February 1995 as a hedge against declining 
interest rates.  This instrument will pay the Bank the difference 
between LIBOR and the floor level if LIBOR is below the floor at any of 
the quarterly reset dates.  If LIBOR is above the floor, no payment is 
made either to or from the Bank.  The transaction fee for this agreement 
is being amortized over the term of the agreement.   
 
 
LIQUIDITY AND CAPITAL 
 
	Liquidity, as it pertains to financial institutions, is the 
ability to generate cash in the most economical way for the institution 
to meet its ongoing obligations to pay deposit withdrawals and to fund 
loan commitments.  The Company's primary sources of funds are deposits, 
borrowings, and the amortization, prepayment, and maturities of loans 
and investments.   
 
	A strong source of liquidity is the Company's core deposits, those 
deposits which management considers, based on experience, are not likely 
to be withdrawn in the near term.  The Company utilizes its extensive 
branch banking network to attract retail customers who provide a stable 
source of core deposits.  In addition, the Company has established four 
$100 million secured lines of credit with major brokerage firms as 
potential sources of liquidity.  On March 31, 1995 the Company had $44 
million outstanding under such lines classified on the Balance Sheet as 
"Federal Funds Purchased and Assets Sold Under Repurchase Agreements."  
In addition, as a member of the Federal Home Loan Bank, Rockland has 
access to approximately $260 million of borrowing capacity. On March 31, 
1995 the Company had $25 million outstanding under such lines classified 
on the Balance Sheet as "Federal Home Loan Bank Borrowings."   
 
	The Company actively manages its liquidity position under the 
direction of the Asset/Liability Management Committee.  Periodic review 
under formal policies and procedures is intended to ensure that the 
Company will maintain access to adequate levels of available funds. At 
March 31, 1995, the Company's liquidity position was well above the 
Company's policy guidelines.   
 
 
CAPITAL RESOURCES AND DIVIDENDS 
 
	The Company and Rockland are subject to capital requirements 
established by the Federal Reserve Board and the Federal Deposit 
Insurance Corporation (FDIC), respectively.  One key measure of capital 
adequacy is the risk-based capital ratio for which the regulatory 
agencies have established minimum requirements of 4.00% and 8.00% for  
 
 
 
 
 
Tier 1 risk-based capital and total risk-based capital, respectively.  
As of March 31, 1995, the Company had a Tier 1 risk-based capital ratio 
of 10.37% and a total risk-based capital ratio of 11.78%. Rockland had a 
Tier 1 risk-based capital ratio of 9.98% and a total risk-based capital 
ratio of 11.39% as of the same date.   
      
     	An additional capital requirement of a minimum 3.00% Tier 1 
leverage capital is mandated by the regulatory agencies, unless higher 
amounts are required by these agencies.  As of March 31, 1995, the 
Company and the Bank had Tier 1 leverage capital ratios of 7.01% and 
6.73%, respectively. 
 
     	In March, the Company's Board of Directors declared a cash 
dividend of $.04 per share to shareholders of record on March 24, 1995.  
This dividend was paid on April 7, 1995.  On an annualized basis, the 
dividend payout ratio amounted to 28.6% of the trailing four quarters 
earnings.  This action represents the third quarterly dividend paid by 
the Company since the resumption of dividends in September 1994, 
following a four year period during which the Company did not pay 
dividends. 
 
 
 
 
 
PART II.  OTHER INFORMATION 
 
Item 1.  Legal Proceedings - None 
 
Item 2.  Changes in Securities - None 
 
Item 3.  Defaults Upon Senior Securities - None 
 
Item 4.  Submission of Matters to a Vote of Security Holders - None 
 
Item 5.  Other Information 
 
	The financial information detailed below is included hereafter in 
		this report: 
 
	Consolidated Statements of Changes in Stockholders' Equity -    	
		Three months ended March 31, 1995 and the year ended     	
		December 31, 1994. 
 
	Consolidated Average Balance Sheet and Average Rate Data - 	Three 
		months ended March 31, 1995 and 1994. 
 
Item 6.  Exhibits and Reports on Form 8-K 
 
	The Company did not file any reports on Form 8-K during the 	
		quarter ended March 31, 1995. 
 
 
 
 


INDEPENDENT BANK CORP. 
CONSOLIDATED STATEMENTS OF CHANGES 
  IN STOCKHOLDERS' EQUITY 
(Unaudited - in thousands) 
 
                                                    UNREALIZED 
                                                    GAIN (LOSS) 
                          COMMON           RETAINED INVESTMENTS 
                           STOCK  SURPLUS  EARNINGS  AVAILABLE   TOTAL 
                                                    
Balance, December 31,1993   $144  $43,269   $13,972         $0  $57,385 
   
Cumulative Effect of  
   Adoption of SFAS No.  
   115, Net of Tax                                         (44)     (44) 
Net Income                                    8,113               8,113 
Cash Dividends Declared  
  ($.08 per share)                           (1,154)             (1,154) 
Proceeds From Exercise  
   of Stock Options                    39                            39 
Common Stock Sold Under  
   Dividend Reinvestment 
   & Stock Purchase Plan               73                            73 
Change in Unrealized Loss  
   on Securities Available  
   for Sale, Net of Tax                                   (210)    (210) 
Balance, December 31, 1994  $144  $43,381   $20,931      ($254) $64,202 
      
Net Income                                    2,390               2,390 
Cash Dividends Declared  
  ($.04 per share)                             (580)               (580) 
Proceeds From Exercise  
   of Stock Options                    43                            43 
Common Stock Sold Under  
   Dividend Reinvestment  
   & Stock Purchase Plan       1       74                            75 
Change in Unrealized Loss  
   on Securities Available 
   for Sale, Net of Tax                                     90       90 
Balance, March 31, 1995     $145  $43,498   $22,741      ($164) $66,220 

 
 
 
 


INDEPENDENT BANK CORP.        
SUPPLEMENTAL FINANCIAL INFORMATION        
CONSOLIDATED AVERAGE BALANCE SHEET AND AVERAGE RATE DATA        
(Unaudited - in thousands)        
                                        AVERAGE     INTEREST 
                                      OUTSTANDING    EARNED/    AVERAGE 
                                        BALANCE       PAID       YIELD 
FOR THE THREE MONTHS ENDED MARCH 31,      1995        1995        1995 
                                                         
Interest-Earning Assets      
  Taxable Investment Securities         $258,682     $4,038       6.24% 
  Non-taxable Investment Securities        4,744         74       6.24% 
  Loans, net of Unearned Discount        596,031     13,393       8.99% 
  Federal Funds Sold and Assets      
    Purchased Under Resale Agreements      3,977         56       5.63% 
  Interest Bearing Deposits                  502          6       4.78% 
  Total Interest-Earning Assets          863,936    $17,567       8.13% 
  Cash and Due From Banks                 42,482      
  Other Assets                            15,722      
  Total Assets                          $922,140      
      
Interest-Bearing Liabilities      
  Savings and NOW Accounts              $271,970     $1,485       2.18% 
  Money Market & Super NOW Accounts      115,144        757       2.63% 
  Other Time Deposits                    246,528      3,269       5.30% 
  Federal Funds Purchased and Assets  
     Sold Under Repurchase Agreements     40,232        602       5.99% 
  Federal Home Loan Bank Borrowings       18,111        285       6.29% 
  Treasury Tax and Loan Notes              3,850         48       4.99% 
  Subordinated Capital Notes               4,965        122       9.83% 
  Total Interest-Bearing Liabilities     700,800     $6,568       3.75% 
  Demand Deposits                        145,682      
  Other Liabilities                       10,974      
  Total Liabilities                     $857,456      
  Stockholders' Equity                   $64,684      
  Total Liabilities and 
    Stockholders' Equity                $922,140     
       
Net Interest Income                                 $10,999    
    
Interest Rate Spread                                              4.38% 
Net Interest Margin                                               5.09% 

       
   Interest income and yield are stated on a fully tax-equivalent  
   basis. The total amount of adjustment is $100 in 1995.        
 
 
 
 


INDEPENDENT BANK CORP.        
SUPPLEMENTAL FINANCIAL INFORMATION        
CONSOLIDATED AVERAGE BALANCE SHEET AND AVERAGE RATE DATA        
(Unaudited - in thousands)        
                                        AVERAGE     INTEREST 
                                      OUTSTANDING    EARNED/    AVERAGE 
                                        BALANCE       PAID       YIELD 
FOR THE THREE MONTHS ENDED MARCH 31,      1994        1994        1994 
                                                         
Interest-Earning Assets      
  Taxable Investment Securities         $255,113     $3,870       6.07% 
  Non-taxable Investment Securities        7,588         97       5.11% 
  Loans, net of Unearned Discount        487,199     10,772       8.84% 
  Federal Funds Sold and Assets      
    Purchased Under Resale Agreements     21,087        172       3.26% 
  Interest Bearing Deposits                  702          5       2.85% 
  Total Interest-Earning Assets          771,689    $14,916       7.73% 
  Cash and Due From Banks                 37,954      
  Other Assets                            23,685      
  Total Assets                          $833,328      
      
Interest-Bearing Liabilities      
  Savings and NOW Accounts              $281,521     $1,584       2.25% 
  Money Market & Super NOW Accounts      119,750        682       2.28% 
  Other Time Deposits                    210,644      2,758       5.24% 
  Federal Funds Purchased and Assets 
     Sold Under Repurchase Agreements     18,784        156       3.32% 
  Federal Home Loan Bank Borrowings            -          -          0% 
  Treasury Tax and Loan Notes              4,781         32       2.68% 
  Subordinated Capital Notes               4,965        122       9.83% 
  Total Interest-Bearing Liabilities     640,445     $5,334       3.33% 
  Demand Deposits                        127,613      
  Other Liabilities                        6,838      
  Total Liabilities                     $774,896      
  Stockholders' Equity                   $58,432      
  Total Liabilities and 
     Stockholders' Equity               $833,328     
       
Net Interest Income                                  $9,582    
      
Interest Rate Spread                                              4.40% 
Net Interest Margin                                               4.97% 

       
   Interest income and yield are stated on a fully tax-equivalent 
   basis.  The total amount of adjustment is $96 in 1994.        
 
 
 
 
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. 
 
 
                                                                             
					                                  		INDEPENDENT BANK CORP.  
                                              (registrant) 
 
 
 
 
 
Date:   May 9, 1995    			              /s/  John F. Spence, Jr. 
                                        Chairman of the Board and 
                                         Chief Executive Officer 
 
 
 
 
Date:   May 9, 1995                     /s/  Richard J. Seaman 
                                        Chief Financial Officer  
                                             and Treasurer