SECURITIES AND EXCHANGE COMMISSION
                WASHINGTON, D.C.  20549

                       FORM 8-K

                    CURRENT REPORT

          Pursuant to Section 13 or 15(d) of
          the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): December 4,
1998


                    SANDWICH BANCORP, INC.                     
- --------------------------------------------------------
(Exact name of registrant as specified in its charter)


Massachusetts               000-23149          04-1806710
(State or other           (Commission       (I.R.S. employer
jurisdiction of           file number)      identification no.)

100 Old Kings Highway, Sandwich, Massachusetts        02563
- --------------------------------------------------------------- 
(Address of principal executive offices)           (Zip code)


Registrant's telephone number, including area code:(508)888-0026


                            Not Applicable 
- -------------------------------------------------------------
(Former name or former address, if changed since last report)






ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
- ---------------------

    On December 3, 1998, Sandwich Bancorp, Inc. (the "Company"),
the holding company for The Sandwich Co-operative Bank,
Sandwich, Massachusetts announced that it will have completed
its merger with Seacoast Financial Services Corporation, holding
company for CompassBank, effective 12:01 a.m. on December 4,
1998.  As a result each share of Sandwich Bancorp Common Stock
was converted into 6.385 shares of Seacoast Financial Common
Stock.  

For more information, reference is made to the Company's Press
Release, dated December 3, 1998, attached hereto as Exhibit
99.1, and incorporated by reference.



ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
         AND EXHIBITS
- --------------------------------------------------------------

     (a)  Not Applicable

     (b)  Not Applicable
     
     (c)  Exhibits.

        99.1  Press Release dated December 3, 1998.

                      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 hereto duly authorized.


                              SANDWICH BANCORP, INC.



Date: December 4, 1998          By:/s/ Frederic D. Legate 
                                  -------------------------- 
                                  Frederic D. Legate
                                  President and Chief Executive
                                  Officer