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


                                    FORM 10-C
                      ------------------------------------


                    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.
- -------------------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)

                   109 E. Main Street, Norfolk, Virginia 23514
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                     (Address of principal executive office)

                                 (804) 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        10,910,625

3.  Number of shares outstanding after the change         10,365,094
                                                  -------------------

4.  Effective date of Change                                 May 7, 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  January 26, 1996 and May 7, 1996,  Life  Bancorp,  Inc.  ("the
Company")  acquired 560,531 shares, or 5.14%, 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


  May 14, 1996                      /s/ Tollie W. Rich, Jr., 
- --------------------------------    --------------------------------------------
DATE                                    Executive Vice President and Chief 
                                          Operating Officer
                                              OFFICER'S SIGNATURE AND TITLE