SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-QSB

Quarterly Report Pursuant to Section 13 or 15 (d)
of The Securities Exchange Act of 1934.

For the Quarter ended: June 30, 1996 Commission File No. 0-18096

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

Delaware 01-0454232
(State or other jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.)

1768 Atlantic Highway, PO Box 589
Waldoboro, Maine 04572
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including are code: (207) 832-7521

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[ ]

The number of shares outstanding of each of the registrant's classes of
common stock, as of June 30, 1996, is 229,588.

Page 1 of 14.

MID-COAST BANCORP, INC.

Index

Page
----

PART I FINANCIAL INFORMATION

Item 1: Consolidated Balance Sheets of Mid-Coast Bancorp, Inc. at June 30, 1996
(Unaudited), and March 31, 1996. . . . . . . . . . . . . . . . . . . . . . 3

Consolidated Statements of Income of Mid-Coast Bancorp, Inc. (Unaudited),
Three Months Ended June 30, 1996 and 1995. . . . . . . . . . . . . . . . . 5

Consolidated Statement of Changes in Stockholders' Equity of Mid-Coast
Bancorp, Inc. (Unaudited) for the period April 1, 1995 to June 30, 1996. . 6

Consolidated Statements of Cash Flows of Mid-Coast Bancorp, Inc.
(Unaudited), for the Three Months Ended June 30, 1996 and 1995 . . . . . . 7

Notes to the Consolidated Financial Statements (Unaudited) . . . . . . . . 8

Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

PART II OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

MID-COAST BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

ASSETS June 30, 1996 March 31,1996
------------- -------------

Cash and due from banks $ 1,367,340 $ 297,198
Interest bearing deposits 103,524 805,853
Federal funds sold 625,000 1,625,000
------------------------------
Cash and cash equivalents 2,095,864 2,728,051

Time deposits 992,525 1,780,101
Investments available for sale, at market 2,030,424 528,673
Held to maturity investment securities
(Market value of $2,905,614 at June 30, 1996
and $3,861,576 at March 31, 1996) 2,952,909 3,904,862
Held to maturity mortgage backed securities
(Market value of $202,918 at June 30, 1996
and $219,775 at March 31, 1996) 197,878 218,323
Loans held for sale 169,270 559,079

Loans 44,764,031 42,838,169
Less: Allowance for loan losses 254,249 221,356
Deferred loan fees 139,470 151,254
------------------------------
44,370,312 42,465,559

Bank premises and equipment, net 1,376,854 1,386,589

Other Assets:

Accrued interest receivable:
Loans 274,810 244,963
Time deposits/investment 77,583 68,447
Mortgage backed securities 4,692 1,181
Income taxes receivable 6,219 60,220
Deferred income taxes 97,630 94,000
Prepaid expenses and other assets 151,526 97,881
Real estate owned 249,244 224,137
------------------------------

Total other assets 861,704 790,829
------------------------------

Total assets $55,047,740 $54,362,066
==============================

See accompanying notes.

MID-COAST BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

June 30, 1996 March 31,1996
------------- -------------

Liabilities:
Deposits:
Demand deposits $ 1,662,820 $ 1,802,239
NOW accounts 3,442,318 3,111,931
Savings 4,841,944 4,645,035
Money market deposit accounts 4,851,686 4,740,543
Certificates of deposit 26,408,118 27,517,154
----------------------------

Total deposits 41,206,886 41,816,902

Advances from the Federal Home Loan Bank 8,440,000 7,465,000
Accrued expenses and other liabilities 425,273 154,087
----------------------------

Total liabilities 50,072,159 49,435,989

Stockholders' equity:
Preferred stock, $1 par value, 500,000 shares
authorized; none issued or outstanding
Common stock, $1 par value, 1,500,000 shares
authorized; 229,588 shares issued and
outstanding, (229,031 at March 31, 1996) 229,588 229,031
Paid-in capital 1,453,492 1,448,282
Unrealized gains (losses) on available for
sale securities, net of taxes (7,047) --
Retained earnings 3,299,548 3,248,764
----------------------------

Total stockholders' equity 4,975,581 4,926,077
----------------------------

Total liabilities and stockholders' equity $55,047,740 $54,362,066
============================

See accompanying notes.

MID-COAST BANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

Three Months Ended
June 30,
------------------------
1996 1995
---------- ----------

Interest income:
Interest on loans $1,011,365 $ 960,977
Interest on investment securities 54,455 49,838
Interest on mortgage backed securities 7,702 4,270
Other 50,918 38,821
------------------------
Total interest income 1,124,440 1,053,906

Interest expense:
Interest on deposits 491,289 448,595
Interest on borrowed money 104,547 142,645
------------------------
Total interest expense 595,836 591,240
------------------------

Net interest income 528,604 462,666

Provision for losses on loans 30,000 15,000

Net interest income after provision for
losses on loans 498,604 447,666

Non interest income:
Loan service and other loan fees 12,507 7,777
Gain on loans sold and held for sale 8,568 4,524
Other 42,829 26,845
------------------------
Total non interest income 63,904 39,146

Non interest expenses:
Compensation of directors, officers and staff 166,766 143,705
Building occupancy 10,436 7,668
Repairs and maintenance 9,318 6,128
Depreciation and amortization 15,546 17,099
Advertising 8,987 10,382
Insurance and bonds 35,239 33,744
Legal, audit and examinations 13,728 10,330
Taxes (other than income) 13,316 12,616
Employee benefits 21,542 15,654
Data processing 28,032 24,400
Other 76,398 66,296
Real Estate Owned 1,051 3,473
Loss on sale of real estate owned -- 12,316
------------------------
Total non interest expenses 400,359 363,811
------------------------
Income before income taxes 162,149 123,001
Income taxes 54,000 37,000
------------------------
Net Income $ 108,149 $ 86,001
========================

Earnings per share $ .47 $ .38
========================

See accompanying notes.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)

For the Period April 1, 1995 to June 30, 1996

Unrealized
gains/losses
on available for Total
Common Paid-in sale securities, Retained Stockholders'
Stock Capital net of taxes Earnings Equity
-------- ---------- ---------------- ---------- -------------

Balance, April 1, 1995 $217,084 $1,258,178 $ -- $3,247,334 $4,722,596

Issuance of 25 shares of common
stock upon exercise of options 25 169 -- -- 194
Net income -- -- -- 86,001 86,001
Dividends declared ($.23 per share) -- -- -- (49,929) (49,929)
-------------------------------------------------------------------

Balance, June 30, 1995 217,109 1,258,347 -- 3,283,406 4,758,862

Issuance of 1,147 shares of common
stock upon exercise of options 1,147 8,054 -- -- 9,201
Issuance of 10,775 shares of common
stock as a 5% dividend 10,775 181,881 -- (194,893) (2,237)
Net Income -- -- -- 217,446 217,446
Dividends declared -- -- -- (47,195) (57,195)
-------------------------------------------------------------------

Balance, March 31, 1996 229,031 1,448,282 -- 3,248,764 4,926,077

Issuance of 557 shares of common
stock upon exercise of options 557 5,210 -- -- 5,767
Net Income -- -- -- 108,149 108,149
Net change in market value of
investments available for sale,
net of taxes -- -- (7,047) -- --
Cash dividends declared ($.25 per share) -- -- -- (57,365) (57,365)
-------------------------------------------------------------------

Balance, June 30, 1996 $229,588 $1,453,492 $(7,047) $3,299,548 $4,975,581
====================================================================

See accompanying notes.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Three Months Ended
June 30,
-------------------------
1996 1995
---------- ----------

Cash flows from operating activities:
Net income $ 108,149 $ 86,001
Adjustments to reconcile net income to net
cash provided (used) by operating activities:
Depreciation, amortization, and accretion 5,555 8,134
Provisions for losses on loans 30,000 15,000
Gain on sale of loans (8,568) (4,524)
Deferred fees 4,221 9,799
Loss on sale of real estate owned 0 1,935
Loans originated for sale (352,373) (252,276)
Proceeds from sales of loans 750,750 207,400
Increase in other assets (99,769) (33,800)
Change in income taxes receivable 57,630 37,000
Increase/(decrease) in other liabilities 271,186 (14,410)
-------------------------

Net cash provided by operating activities 766,781 60,259

Cash flows from investing activities:
Loan originations and repayments, net (2,027,721) (415,567)
Net (increase) decrease in time deposits 789,000 (302,294)
Investment and mortgage-backed securities:
Purchases (1,762,855) (12,500)
Proceeds from maturities and repayments 1,215,388 210,115
Purchases of property and equipment (5,811) (134,294)
Sale of real estate owned 79,645 11,575
-------------------------

Net cash used by investing activities (1,712,354) (642,965)

Cash flows from financing activities:
Net increase (decrease) in certificates of
deposit (1,109,036) 269,061
Net increase in demand, NOW accounts, savings
and money market deposit accounts 499,020 905,353
FHLB advances 2,050,000 1,250,000
FHLB advances paid (1,075,000) (1,000,000)
Dividends paid in cash (57,365) (49,929)
Sale of common stock 5,767 194
-------------------------

Net cash provided by financing activities 313,386 1,374,679
-------------------------

Net increase (decrease) in cash and cash
equivalents (632,187) 791,973

Cash and cash equivalents, at beginning of
period 2,728,051 3,015,032
-------------------------

Cash and cash equivalents, at end of period $2,095,864 $3,807,005
=========================

See accompanying notes.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

June 30, 1996

1. Financial Statements
--------------------

The accompanying consolidated financial statements include the accounts of
Mid-Coast Bancorp, Inc. (the "Company") and its wholly-owned subsidiary,
The Waldoboro Bank, F.S.B. (the "Bank"). The accounts of the Bank include
its wholly-owned subsidiary, The First Waldoboro Corporation. Such
consolidated financial statements are unaudited. However, in the opinion of
management, all adjustments necessary for a fair presentation of the
consolidated financial statements have been included, and all such
adjustments are of a normal and recurring nature.

Amounts presented in the consolidated financial statements as of March 31,
1996 were derived from audited consolidated financial statements.

2. Dividends Paid
--------------

The Board of Directors of Mid-Coast Bancorp, Inc. declared a cash dividend
of $.25 for each share of common stock, which was payable on June 30, 1996
to shareholders of record on June 3, 1996.

3. Investments Available For Sale
------------------------------

If significant, unrealized gains and losses, net of tax, on securities
available for sale are reported as a net amount in a separate component of
stockholders' equity until realized. If a decline in market value is
considered other than temporary, the loss is charged to net securities
gains (losses).

Management's Discussion and Analysis of
Financial Condition and Results of Operations

General

The financial condition and results of operations of Mid-Coast Bancorp,
Inc. (the "Holding Company") essentially reflect the operation of its subsidiary
The Waldoboro Bank, F.S.B. (the "Bank" or "Waldoboro"). The Holding Company's
results of operations in recent years reflect the Bank's efforts to restructure
its balance sheet in response to the fundamental changes that have occurred in
the regulatory, economic and competitive environment in which savings
institutions operate. Like most savings institutions, Waldoboro's earnings are
primarily dependent upon its net interest income, which is determined by (i) the
difference (known as the interest rate spread) between yields on
interest-earning assets and rates paid on interest-bearing liabilities and (ii)
the relative amounts of interest-earning assets and interest-bearing liabilities
outstanding.

The Bank and the entire savings institution industry are significantly
affected by prevailing economic conditions as well as government policies and
regulations concerning, among other things, monetary and fiscal affairs, housing
and financial institutions. Deposit flows are influenced by a number of factors
including interest rates on money market funds and other competing investments,
account maturities and levels of personal income and savings. Lending activities
are influenced by, among other things, the demand for and supply of housing,
conditions in the construction industry and the availability and cost of funds,
and loan rewrites resulting from declining interest rates. Sources of funds for
lending activities include deposits, loan payments, proceeds from sales of loans
and investments, investment returns and borrowings.

Due to the relative interest rate sensitivity of the Bank's assets and
liabilities, the cost of funds to the Bank (principally interest on deposits and
borrowings) does not reprice as fast as the yield on its assets (principally
interest received on loans and investments). Accordingly, sharp increases or
decreases in the general level of interest rates will have a significant impact
on the Bank's interest rate spreads in the short term.

Financial Condition

Total assets increased $685,674 or 1.3% between March 31, 1996 and June 30,
1996. Of this amount cash and cash equivalents decreased $632,187 or 23.2%, net
loans increased $1,904,753 or 4.5%, and total other assets increased $70,875 or
9.0%. The decrease in cash and cash equivalents is primarily due to decreases in
total deposits and an increase in the funding of loans with the Bank's existing
liquidity in conjunction with advances. The increase in loans reflects modest
growth for the Bank, reflecting the current moderate demand for loan
origination.

Total liabilities increased $636,170 or 1.3% between March 31, 1996, and
June 30, 1996. Increases occurred in NOW accounts, savings and Money Market
accounts. These increases were offset by decreases in Demand Deposits and
Certificates of Deposit of $139,419 or 7.7% and $1,109,036 or 4.0%,
respectively. The decreases in certificates of deposit reflects the bank's
strategy to acquire funds at the most favorable rates to the bank. Advances from
the Federal Home Loan Bank increased $975,000. These advances were used to fund
a mortgage loan program instituted by the bank aimed at increasing mortgage loan
growth.

The allowance for loan losses amounted to $254,249 at June 30, 1996,
compared to $221,356 at March 31, 1996. The increase in allowance for loan
losses is primarily due to the current period's provision for loan losses.

At June 30, 1996, and March 31, 1996, loans contractually past due 90 days
or more amounted to $6,883 and $375,338 or 0.02% and 0.9% of loans outstanding,
respectively, at such dates. Non-accrual of interest on these loans totaled
$42,901 at March 31, 1996, as compared with $341 at June 30, 1996. Management
does not believe these loans materially affect the overall quality of the Bank's
loan portfolio.

RESULTS OF OPERATIONS

Three Months Ended June 30, 1996 and 1995

Net Income

Mid-Coast recorded net income for the three months ended June 30, 1996 of
$108,149 compared to $86,001 for the three month period ended June 30, 1995. The
increase of $22,148 or 25.7% is due to modest growth in loan volume, and
investment securities.

Interest Income

Interest income increased $70,534 or 6.7% for the three month period ended
June 30, 1996, primarily due to increases in the average balances of commercial
mortgages and other loans which increased $2.1 million or 46% and $523,000 or
12.0%, respectively. Other loans consist primarily of home equity, installment
loans, and student loans. Also contributing to Interest Income is an increase in
the average balance of the banks investment portfolio of $1.5 million or 41% as
compared to the same period in the previous fiscal year. This increase is
partially offset by a decrease in residential mortgage balances of $2.1 million
or 5.87% compared to the same period in the previous fiscal year.

Interest Expense

Total interest expense for the three months ended June 30, 1996 increased
$4,596 or 0.8% as compared to the same period last year, with average balances
and rates remaining relatively constant.

Net Interest Income

Mid-Coast's net interest income, before provisions for loan losses,
increased $65,938 or 14.3% for the three months ended June 30, 1996, as compared
to the same period last year. The increase is primarily the effect of a $70,534
increase in interest income, while interest expense remained
relatively stable.

Provisions for Losses on Loans

The allowance for loan losses is established through a provision for loan
losses based on management's evaluation of the risk inherent in its loan
portfolio and the general economy. Such evaluation considers numerous factors
including general economic conditions, loan portfolio compositions, prior loss
experience, the estimated fair value of the underlying collateral and other
factors that warrant recognition in providing for an adequate loan loss
allowance. The Bank's provision for losses on loans during the three month
period ended June 30, 1996, increased to $30,000 as compared to $15,000 in the
comparable period in the previous fiscal year. Management believes the increase
is prudent due to growth in the commercial loan portfolio.

Non Interest Income

Total non interest income for the three month period ended June 30, 1996,
increased $24,758 or 63.2%, primarily as a result of an increase of $4,730 in
loan service and other loan fees, an increase of $4,044 in gain on loans sold
and held for sale, and an increase in other of $15,984. These other increases
are the result of increased fees and charges particularly related to NOW
accounts and overdraft fees.

Non Interest Expenses

Total non interest expenses increased by $36,548 or 10.0% for the three
month period ended June 30, 1996, as compared to the comparable period in the
previous fiscal year. The increases were due to increases in compensation of
directors, officers and staff, which consists of one additional employee and
employee salary increases, employee benefits which primarily consist of
increases in the cost of the Bank's employee retirement plan and employee
medical coverage, and other expenses consisting of shareholder services,
utilities, postage, office supplies and employee training.

Insurance of Deposits

Under the Federal Deposit Insurance Act, savings institution deposits are
insured to a maximum of $100,000 for each insured depositor, as determined under
the regulations of the FDIC, and backed by the full faith and credit of the
United States. Premiums paid by depository institutions for the insurance of
deposits are determined on a risk-based assessment system pursuant to which each
institution is assigned to one of nine premium categories ranging from, for
SAIF-insured institutions, 0.23% of deposits for the least risky institutions
and 0.31% of deposits for the most risky institutions.

The Federal Deposit Insurance Act requires that the SAIF and the BIF each
be recapitalized until its reserves are at least 1.25% of the deposits insured
by that fund. Upon reaching the 1.25% reserve ratio, the assessment rates for
that fund could be reduced. The FDIC has reported that the BIF attained the
1.25% reserve ratio in May 1995 but that the SAIF is not likely to reach, under
reasonable optimistic financial projections, the 1.25% reserve ratio until 2001.
Effective on January 1, 1996, "well capitalized" BIF- insured institutions
without any significant supervisory concerns will be assessed the legal minimum
of $2,000 per year, and the other BIF-insured institutions will pay at new
assessment rates ranging from 0.03% of deposits to 0.27% of deposits. Because
the SAIF has not yet achieved its designated reserve ratio, no reductions in
insurance assessments have been adopted for savings institutions. Several
legislative proposals have been made to avoid a large long-term difference
between the insurance assessments paid by BIF- insured commercial banks and
savings banks and those paid by SAIF-insured savings institutions. Some of these
legislative proposals would require, among other things, all institutions with
SAIF-insured deposits to pay a large one-time assessment to recapitalize SAIF.
It cannot presently be determined whether any of these proposals will be adopted
into law, and if so, what effect they would have upon the Bank; however, the
Bank believes that a large disparity in deposit insurance assessment rates would
put it as well as other SAIF-insured savings institutions at a competitive
disadvantage with respect to BIF-insured commercial banks and savings banks.

An insured institution is subject to periodic examination, and regulators
may revalue the assets of an institution, based upon appraisals, and require
establishment of specific reserves in amounts equal to the difference between
such revaluation and the book value of the assets.
SAIF
insurance of deposits may be terminated by the FDIC, after notice and hearing,
upon a finding by the FDIC that a savings institution has engaged in an unsafe
or unsound practice, or is in an unsafe or unsound condition to continue
operations, or has violated any applicable law, regulation, rule, order or
condition imposed by the OTS or the FDIC. Management of the Bank is not aware of
any practice, condition or violation that might lead to termination of its
deposit insurance.

Liquidity and Capital Resources

On June 30, 1996, the Holding Company's stockholders' equity was $4,975,581
or 9.04% of total assets compared to $4,926,077 or 9.06% at March
31, 1996.

The Office of Thrift Supervision ("OTS") requires savings institutions such
as Waldoboro to maintain a specified ratio of cash and short-term investment
securities to new withdrawable deposits and borrowings with maturities of one
year or less. This minimum liquidity ratio, currently 5%, may vary from time to
time, depending upon general economic conditions and deposit flows. As a part of
its asset/liability management program, Waldoboro has historically maintained
liquidity in excess of regulatory requirements to better match its short-term
liabilities. At June 30, 1996, Waldoboro's liquidity ratio was approximately
12.19% compared to 12.68% at June 30, 1995.

The minimum capital standards set by the OTS have three components: (1)
tangible capital; (2) leverage ratio or "core" capital; and (3) risk-based
capital. The tangible capital requirement is 1.5% and the leverage ratio or
"core" capital requirement is 3% of an institution's adjusted total assets. The
risk-based capital requirement is 8% of risk-weighted assets. The amount of an
institution's risk-weighted assets is determined by assigning a "risk-weighted"
value to each of the institution's assets. Under the regulations, the
"risk-weighted" of a particular type of assets depends upon the degree of credit
risk which is deemed to be associated with that type of asset.

At June 30, 1996, Waldoboro had tangible capital of $4,884,000 or 8.87% of
adjusted total assets, which exceeds the minimum required tangible capital and
leverage ratio or "core" capital requirements. Waldoboro had risk-based capital
of $5,138,000 or 16.11% of risk-weighted assets at June 30, 1996.

PART II OTHER INFORMATION

Item 1. Legal Proceedings.
------------------

There was no material litigation pending to which the Registrant was a
party or to which the property of the Registrant was subject during the
quarter ended June 30, 1996.

Item 2. Changes in Securities.
----------------------

None.

Item 3. Defaults Upon Senior Securities.
--------------------------------

None.

Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------

On July 18, 1996 at the Annual Meeting of Shareholders of Mid-Coast, Samuel
Cohen, Ronald E. Dolloff, and Lincoln O. Orff were elected Directors each for a
term of three years and until their respective successors are appointed. The
vote for each of the directors was as follows:

FOR WITHHELD
------- --------

Samuel Cohen 171,967 6,882
Ronald E. Dolloff 175,451 3,398
Lincoln O. Orff 175,451 3,398

Waite W. Weston, Sharon Crowe, Lincoln Davis III, Maynard Prock, Wesley
Richardson, and Robert W. Spear, are continuing as Directors following said
meeting.

In addition, the shareholders also voted to ratify at the Annual Meeting
the appointment of Baker Newman & Noyes as the Company's independent auditors
for the 1997 fiscal year. The vote ratifying the appointment of the
independent auditors was:

178,096 FOR
540 AGAINST
213 ABSTAIN

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K.

(a) Exhibits required by Item 601 of Regulation S-K.

27 Financial Data Schedule

(b) Reports on Form 8-K.

None.

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.

MID-COAST BANCORP, INC.

/s/ Wesley E. Richardson
(Registrant)

Date August 13, 1996 /s/ Wesley E. Richardson
(Signature)
Wesley E. Richardson
President and Treasurer