FORM 10-Q
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                 
            QUARTERLY REPORT UNDER SECTION 13 or 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

  For the quarter ended March 31, 1998  Commission file number 
  2-99779

                         

              National Consumer Cooperative Bank           
      (Exact name of registrant as specified in its charter)

    United States of America                   52-1157795       
 (12 U.S.C. Section 3001 et seq.)           (I.R.S. Employer    
 (State or other jurisdiction of             Identification No.)
  incorporation or organization)                                

     1401 Eye Street, NW, Suite 700, Washington, D.C.  20005
              (Address of principal executive offices)

 Registrant's telephone number, including area code (202)336-7700

     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 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        .

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
                                   Outstanding at March 31, 1998

     Class C                                      219,044
(Common stock, $100.00 par value)                              

     Class B                                      840,045
(Common stock, $100.00 par value)                     

     Class D                                            3
(Common stock, $100.00 par value)                          
                 National Consumer Cooperative Bank 
            (doing business as National Cooperative Bank)
                          and Subsidiaries

                              INDEX

PART I  FINANCIAL INFORMATION                            Page No.

Item 1    Consolidated balance sheets - March 31, 
          1998 and December 31, 1997 ............           3

          Consolidated statements of income - for 
          the three months ended March 31, 1998 
          and 1997...............................           4

          Consolidated statements of cash flows - 
          for the three months ended March 31, 
          1998 and 1997...........................          5-6

          Condensed notes to the consolidated 
          financial statements - March 31, 
          1998....................................          7-10

Item 2    Management's discussion and analysis
          of financial condition and results of 
          operations - for the three  months
          ended March 31, 1998 and 1997...........          11-18

PART II OTHER INFORMATION

Item 4    Submission of Matters to a Vote of
          Security Holders....................              19

Item 6    Exhibits ...........................              20

          Exhibit 10.2 - Term Loan Agreement with
          Credit Suisse First Boston

          Exhibit 10.11 - Fleet Loan Agreement

          Exhibit 27 - Financial Data Schedule    

<PAGE>


                   NATIONAL COOPERATIVE BANK
                  CONSOLIDATED BALANCE SHEETS
              March 31, 1998 and December 31, 1997
                          (Unaudited)
                                
                                        March 31,      December 31,             
                                           1998           1997    
Assets
Cash and cash equivalents             $  28,422,662  $ 21,689,245   
Restricted cash                           5,906,793     6,884,572
Investment securities
   Available-for-sale                    58,547,126    61,268,440
   Held-to-maturity                       1,942,312     1,942,312

Loans and lease financing               591,606,436   584,635,993
Loans held for sale                     166,631,453   189,132,330
   Less: Allowance for loan losses      (18,049,461)  (17,638,136)
                                        740,188,428   756,130,187

Other assets                             26,198,411    21,389,059

   Total assets                        $861,205,732  $869,303,815

Liabilities and Members' Equity
Liabilities
Deposits                               $ 90,542,835  $ 83,825,979
Patronage dividends payable in cash       8,272,225     5,872,708
Other liabilities                        17,189,083    17,072,271
Borrowings
   Short-term                           195,664,384   243,120,607
   Long-term                            231,608,473   204,793,392
                                        427,272,857   447,913,999

   Subordinated debt                    182,767,532   182,785,385

   Total borrowings                     610,040,389   630,699,384
   
   Total liabilities                    726,044,532   737,470,342

Members' equity
Common stock
   Class B                              84,004,502     84,004,502
   Class C                              21,904,447     21,904,447
   Class D                                     300            300
Retained earnings                     
   Allocated                            11,042,674      8,109,931
   Unallocated                          17,640,959     17,474,132
Unrealized gain on investment
     securities available-for-sale         568,318        340,161

   Total members' equity               135,161,200    131,833,473
   Total liabilities and members' 
      equity                          $861,205,732   $869,303,815
<PAGE>
                   

                  NATIONAL COOPERATIVE BANK
               CONSOLIDATED STATEMENTS OF INCOME
                          (Unaudited)
                                
                                
For the three months ended March 31,      1998         1997   
 
Interest Income                           
 Loans and lease financing            $15,861,896  $15,371,167
 Investment securities                  1,514,742    1,534,833

   Total interest income               17,376,638   16,906,000

Interest expense
 Deposits                                 991,322    1,032,953
 Short-term borrowings                  3,121,688    2,890,864
 Long-term debt, other borrowings
   and subordinated debt                6,410,586    6,272,295

   Total interest expense              10,523,596   10,196,112

   Net interest income                  6,853,042    6,709,888

Provision for loan losses                 352,879      702,000

   Net interest income after 
    provision for loan losses           6,500,163    6,007,888

Non-interest income
 Gain on sale of loans                  3,630,122    1,408,427
 Loan and deposit servicing fees          613,965      555,196
 Other                                  1,279,344    1,105,377

  Total non-interest income             5,523,431    3,069,000

Non-interest expenses
 Compensation and employee benefits     3,819,023    2,692,071
 Contractual services                     916,980      843,219
 Occupancy and equipment                  949,031      951,408
 Contribution to NCB
   Development Corporation                    -        125,000
 Other                                    537,091      479,691

   Total non-interest expenses          6,222,125    5,091,389

Income before income taxes              5,801,469    3,985,499

Provision for income taxes                292,533      337,147

   Net income                         $ 5,508,936  $ 3,648,352

Distribution of net income                         
 Patronage dividends                  $ 5,508,936  $ 3,648,352
 Retained earnings                           -            -   
                                      $ 5,508,936  $ 3,648,352
<PAGE>

                  NATIONAL COOPERATIVE BANK
             CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Unaudited)

For the three months ended March 31,      1998         1997    

Cash flows from operating activities
Net income                            $  5,508,936 $  3,648,352
Adjustments to reconcile net income 
 to net cash
  Provision for loan losses                352,879      702,000
  Depreciation and amortization          1,142,583    1,400,901
  Gain on sale of loans                 (3,630,122)  (1,408,427)
  Loans originated for sale           (161,136,167) (30,851,790)
  Proceeds from sale of loans held
   for sale                            183,960,431   97,016,540
  Increase in other assets              (1,840,592)  (4,868,065)
  Increase in other liabilities            116,812    7,351,569
 
 Net cash provided by operating 
  activities                            24,474,760   72,991,080

Cash flows from investing activities
  Redemption of restricted cash          1,003,495       -
  Proceeds from maturities of 
    investment securities
   Available-for-sale                    1,920,357      237,132
  Net increases in loans and lease 
   financing                           (14,882,227) (19,953,074)
   Proceeds from sale of portfolio 
    loans                                8,156,399       -     

 Net cash used in investing 
  activities                            (3,801,976) (19,715,942)

Cash flows from financing activities
  Net increase (decrease) in deposits    6,716,856   (3,796,937)
  Net decrease in short-term borrowing (47,456,223) (67,500,000)
  Proceeds from issuance of long-term 
   debt                                 34,800,000   25,000,000
  Repayment on long-term debt           (8,000,000)     -     
     
 Net cash used in financing 
  activities                           (13,939,367) (46,296,937)

Increase in cash and cash equivalents    6,733,417    6,978,201

Cash and cash equivalents, beginning 
 of year                                21,689,245   17,150,534

Cash and cash equivalents, end of 
 period                               $ 28,422,662 $ 24,128,735

<PAGE>



                       NATIONAL COOPERATIVE BANK                        
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)


Supplemental schedule of investing and financing activities:

For the three months ended March 31,      1998         1997   

Unrealized gain on investment 
 available-for-sale                   $   228,157  $   157,486

Interest paid                         $ 8,389,843  $ 6,731,637

Income taxes paid                     $   300,000  $   135,339
<PAGE>


                   NATIONAL COOPERATIVE BANK
               CONDENSED NOTES TO THE CONSOLIDATED
                      FINANCIAL STATEMENTS
                         March 31, 1998
                          (Unaudited)

   The accompanying financial statements have been prepared without
audit and reflect all adjustments (consisting only of normal
recurring adjustments) which were, in the opinion of management,
necessary to a fair statement of the results of the interim period
presented.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted.  Accordingly, these condensed financial statements should
be read in conjunction with the financial statements and the notes
thereto included in NCB's most current annual report. The results
of operations for the interim periods are not necessarily
indicative of the results of the entire year.

 Certain reclassifications have been made to the prior-period
amounts to conform with the current year's presentation.
   
1. Cash, Cash Equivalents and Investment Securities

  As of March 31, 1998, NCB's portfolios of investment securities,
cash and cash equivalents had an average adjusted maturity of 1,582
days with interest rates in those portfolios varying from 5.00% to
8.00%.
                       Cash and      Investments  Investments 
                         Cash        Available-     Held-to-
                      Equivalents     for-Sale      Maturity 

  Cash                $ 1,647,997    $    -       $    -
  Federal funds        12,027,512         -            -
  Money market 
    securities         11,344,972        668,282       -
  Mutual funds          3,402,181      1,465,685       -   
  Mortgage-backed 
    securities             -               5,084   1,942,312
  Corporate bonds          -          11,707,364       -
  U.S. Treasury and Agency 
   obligations             -          16,771,691       -
  Interest-only 
   receivables             -          27,929,020       -    

                      $28,422,662    $58,547,126  $1,942,312

    At March 31, 1998, the investments in the available-for-sale
portfolio were recorded at aggregate fair value.  Restricted cash
of $5,906,793 is held by a trustee for the benefit of certificate
holders in the event of loss on certain loans sold of $50,493,942
and $60,320,747 in 1993 and 1992, respectively.  The restricted
cash will become available to NCB I, Inc. as the principal balance
of the respective loans decreases.  The loans sold have original
maturities of ten to fifteen years.  On March 25, 1998, $1,003,495
was received as a reduction of the restricted cash account due to
loan repayments.

    Interest-only receivables substantially pertain to blanket
loans to cooperative housing corporations.

2.   Loans and Lease Financing 

  Loans and leases outstanding by category at March 31, 1998
were:

     Commercial loans                           $353,133,501
     Lease financing                              32,080,215
     Real estate loans
       Residential                               366,063,972
       Commercial                                  6,960,201

                                                $758,237,889

  At March 31, 1998 and December 31, 1997 loans held for resale
were $166.6 million and $189.1 million, respectively.  

3.    Impaired Assets

  Loans that were impaired at March 31, 1998 and 1997 totalled
$6,759,360 and $3,773,980, respectively. The 1998 impaired loans
are comprised of nonaccrual loans and a restructured loan totalling
$5,737,676 and $1,021,684, respectively. The 1997 impaired loans
are comprised of nonaccrual loans and a restructured loan totaling
$2,731,394 and $1,042,586, respectively. A specific allowance of
$1,334,000 and $1,271,000 has been set aside for these loans at
March 31, 1998 and 1997, respectively, as management's best
estimate of their fair value is less than the  recorded investment
in the loans. During 1998 and 1997, the interest collected on the
nonaccrual loans was applied to reduce the outstanding principal.
Interest earned on the restructured loans totaled $23,710 and
$24,186 during the first three months ended March 31, 1998 and
1997, respectively.                                         

  At March 31, 1998,  there were no commitments to lend additional
funds to borrowers whose loans are impaired.

  At March 31, 1998 and 1997, NCB had real estate acquired through
foreclosure  of $5,068,389 and $376,708, respectively, which are
classified as other assets.

4.   Allowance for Loan Losses

  The following is a summary of the activity in the allowance for
loan losses during the three months ended March 31, 1998:

  Balance at January 1, 1998            $17,638,136
  Provision for loan losses                 352,879
  Charge-offs                                (7,210)
  Recoveries of loans previously 
   charged-off                               65,656

  Balance at March 31, 1998             $18,049,461

  The allowance for loan losses as a percentage of average loans
and lease financing at March 31, 1998 was 2.5%.

5.   Statement of Comprehensive Income

  The following is a statement of comprehensive income for the
three months ended March 31, 1998:

  Net income                                  $5,508,936
  Other comprehensive income,net of tax:
     Unrealized gains on securities:
        Unrealized holding gains arising 
        during period                             228,157

  Comprehensive income                         $5,737,093
<PAGE>
6.   Statement of Changes in Members' Equity

  The following is a summary of the activity in members' equity for the 
three months ended March 31 1998:
<TABLE>
     
                                        Retained    Retained                    Total
                             Common     Earnings    Earnings      Unrealized   Members'
                              Stock     Allocated  Unallocated    Gain(Loss)   Equity   

<S>    <C>        <C> <C>  <C>          <C>         <C>           <C>        <C>
Balance, December 31, 1997 $105,909,249 $ 8,109,931 $17,474,132   $ 340,161  $131,833,473
Net income                       -           -        5,508,936         -       5,508,936
1998 patronage dividends
  to be distributed in cash      -           -       (2,409,366)        -      (2,409,366)
Retained in form of equity       -        2,932,743  (2,932,743)        -               0
Unrealized gain on investment
  securities available-for-
  sale                           -           -           -          228,157       228,157

Balance, March 31, 1998   $105,909,249  $11,042,674 $17,640,959   $ 568,318  $135,161,200
</TABLE>

<PAGE>

                   NATIONAL COOPERATIVE BANK
              MANAGEMENT'S DISCUSSION AND ANALYSIS
       FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997


SUMMARY

  NCB's net income for the three months ended March 31, 1998 was
$5.5 million.  This was a 51% or $1.9 million increase compared
with $3.6 million for the three months ended March 31, 1997.  The
variance resulted from an 80% or $2.5 million increase in non-
interest income and a decrease in the provision for loan losses of
49.7% or $349 thousand which was offset by an increase in non-
interest expenses of 22.2% or $1.1 million.

  Total assets were $861.2 million at March 31, 1998, down .9% or
$8.1 million  from $869.3 million at December 31, 1997. This
resulted primarily from a decrease in net loans receivable of $15.9
million.

  The annualized return on average total assets was 2.53% for the
three months of 1998 compared with 1.78% for the same period in
1997.  The annualized return on average equity for the period ended
March 31, 1998 and 1997 was 16.44% and 11.49%, respectively.

NET INTEREST INCOME

  Net interest income for the first three months of 1998 increased
2.1% or $143 thousand over the same period a year ago. As shown on
Table 1, the net interest spread increased 3 basis points to 2.35%
from 2.32% for the three months ended March 31, 1997 while net
interest yield on interest earning assets was 3.29% and 3.32% for
the three months ended March 31, 1998 and 1997, respectively. The
yield on average loans and leases increased 9 basis points while
the yield on investment securities and cash equivalents went down
80 basis points.

  For the three months ending March 31, 1998, interest income
increased 2.8% or $471 thousand to $17.4 million from $16.9 million
of the prior year's quarter. As shown on Table 2, the increase was
due to increased volume of real estate loans (most of which were
held for sale) and higher average yield on the commercial loan and
lease portfolio.    

  Interest expense increased $328 thousand to $10.5 million for the
three months ended March 31, 1998 compared with $10.2 million for
the three months ended March 31, 1997. The increased interest
expense is largely a result of a higher volume of notes payable
required to fund loan volume. The average rate on interest-bearing 
liabilities decreased to 5.98% compared with 6.05% in the same
period in 1997. As shown on Table 2, a $1.9 million increase in 
interest expense was volume related while a $1.6 million decrease
was due to interest rates.

NON-INTEREST INCOME

  Non-interest income for the three months ended March 31, 1998 of
$5.5 million increased 80% or $2.5 million from $3.1 million for
the same period last year.  Non-interest income is composed of
gains from sales of blanket mortgages and share loans to secondary
market investors, servicing fees, origination fees, and advisory
fees.  The majority of the increase resulted from increased gains
on assets sales.  Assets sold   totalled $183.6 million during the
first quarter of 1998 compared with $75 million during the first
quarter of 1997. 

  Gains recorded on the sale of blanket mortgages were $3.6 million
for the three months ended March 31, 1998 compared with $1.4
million.  Other types of non-interest income - commercial loan
fees, servicing fee income and other fees - increased by 14% or
$232.7 thousand to $1.9 million compared with $1.7 million for the
three months ended March 31, 1997.

  No material changes in NCB's risk profile occurred from December
31, 1997 to March 31, 1998; therefore no disclosure is necessary.

NON-INTEREST EXPENSES 

  Non-interest expenses for the three months ended March 31, 1998
increased 22.2% or $1.1 million to $6.2 million compared with $5.1
million for the three months ended March 31, 1997. Compensation and
benefits, the largest component of non-interest expenses, increased
41.9% or $1.1 million due to higher employee base at the start of
1998 and also to higher bonus accruals for the current period
compared with 1997.  Contractual services, occupancy and equipment,
and other expenses increased .2% or $3.8 thousand.

  Excluding the voluntary contributions to NCB Development
Corporation, which was zero during the first quarter of 1998, non-
interest expenses as a percentage of average assets were 2.9% for
the three months ended March 31, 1998 compared with 2.4% for the
same period a year ago.
<PAGE>
Table 1
Rate Related Assets and Liabilities
(dollars in thousands)
                                  Three Months Ended March 31,
                                 1998                        1997          
ASSETS                  Average  Income/  Yields/  Average  Income/   Yields/
                        Balance  Expense  Rates    Balance  Expense    Rates
Interest earning 
 assets
 Real estate loans     $390,976 $ 8,087  8.27%    $362,049 $ 7,791    8.61%
 Commercial loans
   and leases           341,225   7,775  9.11%     354,643   7,580    8.55%

 Total loans and
  leases                732,201  15,862  8.67%     716,692  15,371    8.58%

 Investment securities
  and cash equivalents  102,181   1,515  5.93%      91,285   1,535    6.73%

 Total interest earning 
  assets                834,382  17,377  8.33%     807,977  16,906    8.37%

Allowance for loan 
 losses                 (17,837)                   (15,776)                   

Non-interest earning assets
 Cash                     3,654                      4,079
 Other assets            49,602                     25,807

 Total non-interest 
  earning assets         53,256                     29,886

 Total assets          $869,801                   $822,087

LIABILITIES AND MEMBERS' EQUITY
Interest bearing liabilities
 Subordinated debt     $182,542  $ 2,680  5.87%  $182,542  $ 2,547     5.58%
 Notes payable          430,261    6,853  6.37%   404,776    6,616     6.54%
 Deposits                91,012      991  4.36%    87,222    1,033     4.74%

 Total interest bearing
  liabilities           703,815   10,524  5.98%   674,540   10,196     6.05%

Other liabilities        31,944                    20,576                    
Members' equity         134,042                   126,971                    

 Total liabilities and
   members' equity     $869,801                  $822,087

Net interest earning   
 assets                $130,567                  $133,437
Net interest revenues                                      
 and spread                     $ 6,853  2.35%             $ 6,710    2.32%
Net yield on interest
 earning assets                          3.29%                        3.32%
<PAGE>

PROVISION FOR INCOME TAXES

 The federal income tax provision is determined on the basis of
non-member income generated by NCB Savings Bank, FSB and reserves
set aside for the retirement of Class A notes and dividends on
Class C stock. NCB's subsidiaries are also subject to varying
levels of state taxation.  The federal income tax provision for the
three months ended March 31, 1998 was $293 thousand compared with
the prior year's provision of $337 thousand.

CASH, CASH EQUIVALENTS AND INVESTMENT SECURITIES

 Cash, cash equivalents and investment securities totalling $88.9
million at March 31, 1998 increased $4.0 million or 4.7% from $84.9
million at year-end 1997 due to repayments on loans and outstanding
lines of credit received at the end of March.  As a percentage of
earning assets, cash, cash equivalents and investment securities
increased to 10.4%  at March 31, 1998  from 9.8% at December 31,
1997.

ALLOWANCE FOR LOAN LOSSES

 The allowance for loan losses at March 31, 1998 increased 2.3% to
$18.0 million from $17.6 million at December 31, 1997.  The
allowance during the period was impacted by recoveries of loans
previously charged-off of $65.7 thousand, new charged-offs of $7
thousand and the provision of $353 thousand. Overall, loan
portfolio quality remained both strong and stable at the end of the
first quarters of 1998 and 1997.  NCB's provision for loan losses
as a percentage of average loans and leases outstanding was .2% and
 .4% for the quarters ended March 31, 1998 and 1997, respectively. 

 The loan loss allowance as a percentage of average loans and
leases increased from 2.3% at December 31, 1997 to 2.5% at March
31, 1998. Management considers the current allowance to be adequate
to absorb known and inherent risks in the loan portfolio.

 As shown in Table 3,  total impaired assets (restructured, non-
accruing loans and real estate owned) increased 29% from $9.2
million at December 31, 1997 to $11.8 million at March 31, 1998. 
Impaired assets as a percentage of loans and leases outstanding
plus real estate owned increased to 1.5% at March 31, 1998 compared
with 1.2% at year-end 1997.  The allowance for loan losses as a
percentage of impaired assets decreased to 152.6% at March 31, 1998
from 192.2% at December 31, 1997.

Table 2
Changes in Net Interest Income
(dollars in thousands)

For the three months ended March 31, 1998 compared to 1997        
                                     
                           Increase (decrease) due to change in:

                                Average      Average
                                Volume*      Yield     Net** 
Interest income

Cash equivalents and 
 investment securities        $   172      $ (192)   $ (20)
Commercial loans and leases      (293)        488      195 
Real estate loans                 606        (310)     296
 
 Total interest income            485         (14)     471 

Interest expense

Deposits                           44         (85)     (41)
Notes payable                   1,924      (1,687)     237
Subordinated debt                   0         132      132

 Total interest expense         1,968      (1,640)     328

Net interest income           $(1,483)     $ 1,626   $ 143


*  Average monthly balances
** Changes in interest income and interest expense due to changes 
  in rate and volume have been allocated to "change in average  
  volume" and "change in average rate" in proportion to the 
  absolute dollar amounts in each.






<PAGE>
TABLE 3
Impaired assets
(dollars in thousands)

                 March 31, Dec. 31, Sept. 30, June 30, March 31,
                    1998      1997      1997      1997     1997 

Real estate owned $5,068    $5,114    $5,545    $  208   $  377

Non-accruing      $5,738    $3,030    $3,801    $5,557   $2,731

Restructured      $1,022    $1,027    $1,032    $1,039   $1,043
<PAGE>


INTEREST BEARING LIABILITIES

Interest Bearing liabilities
(dollars in thousands)
                              3/31/98     12/31/97     % Change

Deposits                    $ 90,543     $ 83,826          8.0%
Short-term debt              195,664       243,121       (19.5%) 
Long-term debt               231,608      204,793         13.1%
Subordinated debt            182,768      182,785          0.0%

 Total                      $700,583     $714,525         (2.0%)

    Interest bearing liabilities decreased $13.9 million to $700.6
million at March 31, 1998 from $714.5 million at December 31, 1997.

    For the first three months of 1998, deposits at NCB Saving Bank,
FSB grew 8% to $90.5 million compared with $83.8 million at
December 31, 1997. The growth was attributable to local and
national deposit accounts and deposits from cooperative customers. 
Average maturity of the certificates of deposits is 11.1 months. 
Funds generated by the increased deposit activity were used to
originate single-family loans and increase liquidity.

    At March 31, 1998, short-term debt decreased 19.5% in comparison
to the prior year-end 1997 as a result of cash received from the
sale of loans which was used to payoff short-term borrowings.  The
long-term debt increased 13.1% due to the issuance of an additional
$15 million under the medium-term note program and $20 million
under the other long-term facilities. 
<PAGE>


                   Part II OTHER INFORMATION
      
Item 4.    Submission of Matters to a Vote of Security Holders

 NCB held its annual meeting on April 23, 1998.  Shareholders
elected the following persons to serve as directors:

 Joseph Cabral (re-elected)
 Michael J. Mercer (re-elected)
 Alex N. Miller
 Alfred A. Plamann (re-elected)

 The following directors continued in office after this meeting:
 
 James L. Burns, Jr.
 Kirby J. Erickson
 Jackie Jenkins-Scott             
 Marilyn J. McQuiade
 Mary Ann Rothman
 Anthony J. Scallon
 Shiela A. Smith
 Peter C. Young
 Thomas K. Zaucha<PAGE>
Item 6. Exhibits 

 (a)   The following exhibits are filed as part of this report:
      
       Exhibit 10.2 - Term Loan Agreement with Credit Suisse First
                      Boston

       Exhibit 10.11 - Fleet Loan Agreement 

       Exhibit 27 - Financial Data Schedule
 

<PAGE>
                           SIGNATURE


 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 there unto duly authorized.


             NATIONAL CONSUMER COOPERATIVE BANK    

Date:           

                                  By:/s/ Richard L. Reed    
                                     Richard L. Reed, 
                                     Managing Director,
                                     Chief Financial Officer



                                  By:/s/ Marietta J. Orcino     
                                     Marietta J. Orcino
                                     Vice President,
                                     Tax & Regulatory Compliance
[{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 30927}]
{"company-data": {"conformed-name": "NATIONAL CONSUMER COOPERATIVE BANK /DC/", "cik": "0000356801", "assigned-sic": "6141", "irs-number": "521157795", "state-of-incorporation": "DC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "002-99779", "film-number": "98619956"}, "business-address": {"street1": "1401 EYE ST N W", "city": "WASHINGTON", "state": "DC", "zip": "20005", "phone": "2023367731"}, "mail-address": {"street1": "1401 EYE ST NW", "city": "WASHINGTON", "state": "DC", "zip": "20005"}, "former-company": [{"former-conformed-name": "NATIONAL COOPERATIVE BANK", "date-changed": "19890808"}, {"former-conformed-name": "NATIONAL CONSUMER COOPERATIVE BANK", "date-changed": "19880804"}]}
FORM 10-Q
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                 
            QUARTERLY REPORT UNDER SECTION 13 or 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

  For the quarter ended March 31, 1998  Commission file number 
  2-99779

                         

              National Consumer Cooperative Bank           
      (Exact name of registrant as specified in its charter)

    United States of America                   52-1157795       
 (12 U.S.C. Section 3001 et seq.)           (I.R.S. Employer    
 (State or other jurisdiction of             Identification No.)
  incorporation or organization)                                

     1401 Eye Street, NW, Suite 700, Washington, D.C.  20005
              (Address of principal executive offices)

 Registrant's telephone number, including area code (202)336-7700

     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 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        .

     Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
                                   Outstanding at March 31, 1998

     Class C                                      219,044
(Common stock, $100.00 par value)                              

     Class B                                      840,045
(Common stock, $100.00 par value)                     

     Class D                                            3
(Common stock, $100.00 par value)                          
                 National Consumer Cooperative Bank 
            (doing business as National Cooperative Bank)
                          and Subsidiaries

                              INDEX

PART I  FINANCIAL INFORMATION                            Page No.

Item 1    Consolidated balance sheets - March 31, 
          1998 and December 31, 1997 ............           3

          Consolidated statements of income - for 
          the three months ended March 31, 1998 
          and 1997...............................           4

          Consolidated statements of cash flows - 
          for the three months ended March 31, 
          1998 and 1997...........................          5-6

          Condensed notes to the consolidated 
          financial statements - March 31, 
          1998....................................          7-10

Item 2    Management's discussion and analysis
          of financial condition and results of 
          operations - for the three  months
          ended March 31, 1998 and 1997...........          11-18

PART II OTHER INFORMATION

Item 4    Submission of Matters to a Vote of
          Security Holders....................              19

Item 6    Exhibits ...........................              20

          Exhibit 10.2 - Term Loan Agreement with
          Credit Suisse First Boston

          Exhibit 10.11 - Fleet Loan Agreement

          Exhibit 27 - Financial Data Schedule
NATIONAL COOPERATIVE BANK
                  CONSOLIDATED BALANCE SHEETS
              March 31, 1998 and December 31, 1997
                          (Unaudited)
                                
                                        March 31,      December 31,             
                                           1998           1997    
Assets
Cash and cash equivalents             $  28,422,662  $ 21,689,245   
Restricted cash                           5,906,793     6,884,572
Investment securities
   Available-for-sale                    58,547,126    61,268,440
   Held-to-maturity                       1,942,312     1,942,312

Loans and lease financing               591,606,436   584,635,993
Loans held for sale                     166,631,453   189,132,330
   Less: Allowance for loan losses      (18,049,461)  (17,638,136)
                                        740,188,428   756,130,187

Other assets                             26,198,411    21,389,059

   Total assets                        $861,205,732  $869,303,815

Liabilities and Members' Equity
Liabilities
Deposits                               $ 90,542,835  $ 83,825,979
Patronage dividends payable in cash       8,272,225     5,872,708
Other liabilities                        17,189,083    17,072,271
Borrowings
   Short-term                           195,664,384   243,120,607
   Long-term                            231,608,473   204,793,392
                                        427,272,857   447,913,999

   Subordinated debt                    182,767,532   182,785,385

   Total borrowings                     610,040,389   630,699,384
   
   Total liabilities                    726,044,532   737,470,342

Members' equity
Common stock
   Class B                              84,004,502     84,004,502
   Class C                              21,904,447     21,904,447
   Class D                                     300            300
Retained earnings                     
   Allocated                            11,042,674      8,109,931
   Unallocated                          17,640,959     17,474,132
Unrealized gain on investment
     securities available-for-sale         568,318        340,161

   Total members' equity               135,161,200    131,833,473
   Total liabilities and members' 
      equity                          $861,205,732   $869,303,815
NATIONAL COOPERATIVE BANK
               CONSOLIDATED STATEMENTS OF INCOME
                          (Unaudited)
                                
                                
For the three months ended March 31,      1998         1997   
 
Interest Income                           
 Loans and lease financing            $15,861,896  $15,371,167
 Investment securities                  1,514,742    1,534,833

   Total interest income               17,376,638   16,906,000

Interest expense
 Deposits                                 991,322    1,032,953
 Short-term borrowings                  3,121,688    2,890,864
 Long-term debt, other borrowings
   and subordinated debt                6,410,586    6,272,295

   Total interest expense              10,523,596   10,196,112

   Net interest income                  6,853,042    6,709,888

Provision for loan losses                 352,879      702,000

   Net interest income after 
    provision for loan losses           6,500,163    6,007,888

Non-interest income
 Gain on sale of loans                  3,630,122    1,408,427
 Loan and deposit servicing fees          613,965      555,196
 Other                                  1,279,344    1,105,377

  Total non-interest income             5,523,431    3,069,000

Non-interest expenses
 Compensation and employee benefits     3,819,023    2,692,071
 Contractual services                     916,980      843,219
 Occupancy and equipment                  949,031      951,408
 Contribution to NCB
   Development Corporation                    -        125,000
 Other                                    537,091      479,691

   Total non-interest expenses          6,222,125    5,091,389

Income before income taxes              5,801,469    3,985,499

Provision for income taxes                292,533      337,147

   Net income                         $ 5,508,936  $ 3,648,352

Distribution of net income                         
 Patronage dividends                  $ 5,508,936  $ 3,648,352
 Retained earnings                           -            -   
                                      $ 5,508,936  $ 3,648,352
NATIONAL COOPERATIVE BANK
             CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Unaudited)

For the three months ended March 31,      1998         1997    

Cash flows from operating activities
Net income                            $  5,508,936 $  3,648,352
Adjustments to reconcile net income 
 to net cash
  Provision for loan losses                352,879      702,000
  Depreciation and amortization          1,142,583    1,400,901
  Gain on sale of loans                 (3,630,122)  (1,408,427)
  Loans originated for sale           (161,136,167) (30,851,790)
  Proceeds from sale of loans held
   for sale                            183,960,431   97,016,540
  Increase in other assets              (1,840,592)  (4,868,065)
  Increase in other liabilities            116,812    7,351,569
 
 Net cash provided by operating 
  activities                            24,474,760   72,991,080

Cash flows from investing activities
  Redemption of restricted cash          1,003,495       -
  Proceeds from maturities of 
    investment securities
   Available-for-sale                    1,920,357      237,132
  Net increases in loans and lease 
   financing                           (14,882,227) (19,953,074)
   Proceeds from sale of portfolio 
    loans                                8,156,399       -     

 Net cash used in investing 
  activities                            (3,801,976) (19,715,942)

Cash flows from financing activities
  Net increase (decrease) in deposits    6,716,856   (3,796,937)
  Net decrease in short-term borrowing (47,456,223) (67,500,000)
  Proceeds from issuance of long-term 
   debt                                 34,800,000   25,000,000
  Repayment on long-term debt           (8,000,000)     -     
     
 Net cash used in financing 
  activities                           (13,939,367) (46,296,937)

Increase in cash and cash equivalents    6,733,417    6,978,201

Cash and cash equivalents, beginning 
 of year                                21,689,245   17,150,534

Cash and cash equivalents, end of 
 period                               $ 28,422,662 $ 24,128,735
NATIONAL COOPERATIVE BANK                        
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                              (Unaudited)

Supplemental schedule of investing and financing activities:

For the three months ended March 31,      1998         1997   

Unrealized gain on investment 
 available-for-sale                   $   228,157  $   157,486

Interest paid                         $ 8,389,843  $ 6,731,637

Income taxes paid                     $   300,000  $   135,339
NATIONAL COOPERATIVE BANK
               CONDENSED NOTES TO THE CONSOLIDATED
                      FINANCIAL STATEMENTS
                         March 31, 1998
                          (Unaudited)

   The accompanying financial statements have been prepared without
audit and reflect all adjustments (consisting only of normal
recurring adjustments) which were, in the opinion of management,
necessary to a fair statement of the results of the interim period
presented.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted.  Accordingly, these condensed financial statements should
be read in conjunction with the financial statements and the notes
thereto included in NCB's most current annual report. The results
of operations for the interim periods are not necessarily
indicative of the results of the entire year.

 Certain reclassifications have been made to the prior-period
amounts to conform with the current year's presentation.
   
1. Cash, Cash Equivalents and Investment Securities

  As of March 31, 1998, NCB's portfolios of investment securities,
cash and cash equivalents had an average adjusted maturity of 1,582
days with interest rates in those portfolios varying from 5.00% to
8.00%.
                       Cash and      Investments  Investments 
                         Cash        Available-     Held-to-
                      Equivalents     for-Sale      Maturity 

  Cash                $ 1,647,997    $    -       $    -
  Federal funds        12,027,512         -            -
  Money market 
    securities         11,344,972        668,282       -
  Mutual funds          3,402,181      1,465,685       -   
  Mortgage-backed 
    securities             -               5,084   1,942,312
  Corporate bonds          -          11,707,364       -
  U.S. Treasury and Agency 
   obligations             -          16,771,691       -
  Interest-only 
   receivables             -          27,929,020       -    

                      $28,422,662    $58,547,126  $1,942,312

    At March 31, 1998, the investments in the available-for-sale
portfolio were recorded at aggregate fair value.  Restricted cash
of $5,906,793 is held by a trustee for the benefit of certificate
holders in the event of loss on certain loans sold of $50,493,942
and $60,320,747 in 1993 and 1992, respectively.  The restricted
cash will become available to NCB I, Inc. as the principal balance
of the respective loans decreases.  The loans sold have original
maturities of ten to fifteen years.  On March 25, 1998, $1,003,495
was received as a reduction of the restricted cash account due to
loan repayments.

    Interest-only receivables substantially pertain to blanket
loans to cooperative housing corporations.

2.   Loans and Lease Financing 

  Loans and leases outstanding by category at March 31, 1998
were:

     Commercial loans                           $353,133,501
     Lease financing                              32,080,215
     Real estate loans
       Residential                               366,063,972
       Commercial                                  6,960,201

                                                $758,237,889

  At March 31, 1998 and December 31, 1997 loans held for resale
were $166.6 million and $189.1 million, respectively.  

3.    Impaired Assets

  Loans that were impaired at March 31, 1998 and 1997 totalled
$6,759,360 and $3,773,980, respectively. The 1998 impaired loans
are comprised of nonaccrual loans and a restructured loan totalling
$5,737,676 and $1,021,684, respectively. The 1997 impaired loans
are comprised of nonaccrual loans and a restructured loan totaling
$2,731,394 and $1,042,586, respectively. A specific allowance of
$1,334,000 and $1,271,000 has been set aside for these loans at
March 31, 1998 and 1997, respectively, as management's best
estimate of their fair value is less than the  recorded investment
in the loans. During 1998 and 1997, the interest collected on the
nonaccrual loans was applied to reduce the outstanding principal.
Interest earned on the restructured loans totaled $23,710 and
$24,186 during the first three months ended March 31, 1998 and
1997, respectively.                                         

  At March 31, 1998,  there were no commitments to lend additional
funds to borrowers whose loans are impaired.

  At March 31, 1998 and 1997, NCB had real estate acquired through
foreclosure  of $5,068,389 and $376,708, respectively, which are
classified as other assets.

4.   Allowance for Loan Losses

  The following is a summary of the activity in the allowance for
loan losses during the three months ended March 31, 1998:

  Balance at January 1, 1998            $17,638,136
  Provision for loan losses                 352,879
  Charge-offs                                (7,210)
  Recoveries of loans previously 
   charged-off                               65,656

  Balance at March 31, 1998             $18,049,461

  The allowance for loan losses as a percentage of average loans
and lease financing at March 31, 1998 was 2.5%.

5.   Statement of Comprehensive Income

  The following is a statement of comprehensive income for the
three months ended March 31, 1998:

  Net income                                  $5,508,936
  Other comprehensive income,net of tax:
     Unrealized gains on securities:
        Unrealized holding gains arising 
        during period                             228,157

  Comprehensive income                         $5,737,093
6.   Statement of Changes in Members' Equity

  The following is a summary of the activity in members' equity for the 
three months ended March 31 1998:

     
                                        Retained    Retained                    Total
                             Common     Earnings    Earnings      Unrealized   Members'
                              Stock     Allocated  Unallocated    Gain(Loss)   Equity
Balance, December 31, 1997 $105,909,249 $ 8,109,931 $17,474,132   $ 340,161  $131,833,473
Net income                       -           -        5,508,936         -       5,508,936
1998 patronage dividends
  to be distributed in cash      -           -       (2,409,366)        -      (2,409,366)
Retained in form of equity       -        2,932,743  (2,932,743)        -               0
Unrealized gain on investment
  securities available-for-
  sale                           -           -           -          228,157       228,157

Balance, March 31, 1998   $105,909,249  $11,042,674 $17,640,959   $ 568,318  $135,161,200
NATIONAL COOPERATIVE BANK
              MANAGEMENT'S DISCUSSION AND ANALYSIS
       FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997

SUMMARY

  NCB's net income for the three months ended March 31, 1998 was
$5.5 million.  This was a 51% or $1.9 million increase compared
with $3.6 million for the three months ended March 31, 1997.  The
variance resulted from an 80% or $2.5 million increase in non-
interest income and a decrease in the provision for loan losses of
49.7% or $349 thousand which was offset by an increase in non-
interest expenses of 22.2% or $1.1 million.

  Total assets were $861.2 million at March 31, 1998, down .9% or
$8.1 million  from $869.3 million at December 31, 1997. This
resulted primarily from a decrease in net loans receivable of $15.9
million.

  The annualized return on average total assets was 2.53% for the
three months of 1998 compared with 1.78% for the same period in
1997.  The annualized return on average equity for the period ended
March 31, 1998 and 1997 was 16.44% and 11.49%, respectively.

NET INTEREST INCOME

  Net interest income for the first three months of 1998 increased
2.1% or $143 thousand over the same period a year ago. As shown on
Table 1, the net interest spread increased 3 basis points to 2.35%
from 2.32% for the three months ended March 31, 1997 while net
interest yield on interest earning assets was 3.29% and 3.32% for
the three months ended March 31, 1998 and 1997, respectively. The
yield on average loans and leases increased 9 basis points while
the yield on investment securities and cash equivalents went down
80 basis points.

  For the three months ending March 31, 1998, interest income
increased 2.8% or $471 thousand to $17.4 million from $16.9 million
of the prior year's quarter. As shown on Table 2, the increase was
due to increased volume of real estate loans (most of which were
held for sale) and higher average yield on the commercial loan and
lease portfolio.    

  Interest expense increased $328 thousand to $10.5 million for the
three months ended March 31, 1998 compared with $10.2 million for
the three months ended March 31, 1997. The increased interest
expense is largely a result of a higher volume of notes payable
required to fund loan volume. The average rate on interest-bearing 
liabilities decreased to 5.98% compared with 6.05% in the same
period in 1997. As shown on Table 2, a $1.9 million increase in 
interest expense was volume related while a $1.6 million decrease
was due to interest rates.

NON-INTEREST INCOME

  Non-interest income for the three months ended March 31, 1998 of
$5.5 million increased 80% or $2.5 million from $3.1 million for
the same period last year.  Non-interest income is composed of
gains from sales of blanket mortgages and share loans to secondary
market investors, servicing fees, origination fees, and advisory
fees.  The majority of the increase resulted from increased gains
on assets sales.  Assets sold   totalled $183.6 million during the
first quarter of 1998 compared with $75 million during the first
quarter of 1997. 

  Gains recorded on the sale of blanket mortgages were $3.6 million
for the three months ended March 31, 1998 compared with $1.4
million.  Other types of non-interest income - commercial loan
fees, servicing fee income and other fees - increased by 14% or
$232.7 thousand to $1.9 million compared with $1.7 million for the
three months ended March 31, 1997.

  No material changes in NCB's risk profile occurred from December
31, 1997 to March 31, 1998; therefore no disclosure is necessary.

NON-INTEREST EXPENSES 

  Non-interest expenses for the three months ended March 31, 1998
increased 22.2% or $1.1 million to $6.2 million compared with $5.1
million for the three months ended March 31, 1997. Compensation and
benefits, the largest component of non-interest expenses, increased
41.9% or $1.1 million due to higher employee base at the start of
1998 and also to higher bonus accruals for the current period
compared with 1997.  Contractual services, occupancy and equipment,
and other expenses increased .2% or $3.8 thousand.

  Excluding the voluntary contributions to NCB Development
Corporation, which was zero during the first quarter of 1998, non-
interest expenses as a percentage of average assets were 2.9% for
the three months ended March 31, 1998 compared with 2.4% for the
same period a year ago.
Table 1
Rate Related Assets and Liabilities
(dollars in thousands)
                                  Three Months Ended March 31,
                                 1998                        1997          
ASSETS                  Average  Income/  Yields/  Average  Income/   Yields/
                        Balance  Expense  Rates    Balance  Expense    Rates
Interest earning 
 assets
 Real estate loans     $390,976 $ 8,087  8.27%    $362,049 $ 7,791    8.61%
 Commercial loans
   and leases           341,225   7,775  9.11%     354,643   7,580    8.55%

 Total loans and
  leases                732,201  15,862  8.67%     716,692  15,371    8.58%

 Investment securities
  and cash equivalents  102,181   1,515  5.93%      91,285   1,535    6.73%

 Total interest earning 
  assets                834,382  17,377  8.33%     807,977  16,906    8.37%

Allowance for loan 
 losses                 (17,837)                   (15,776)                   

Non-interest earning assets
 Cash                     3,654                      4,079
 Other assets            49,602                     25,807

 Total non-interest 
  earning assets         53,256                     29,886

 Total assets          $869,801                   $822,087

LIABILITIES AND MEMBERS' EQUITY
Interest bearing liabilities
 Subordinated debt     $182,542  $ 2,680  5.87%  $182,542  $ 2,547     5.58%
 Notes payable          430,261    6,853  6.37%   404,776    6,616     6.54%
 Deposits                91,012      991  4.36%    87,222    1,033     4.74%

 Total interest bearing
  liabilities           703,815   10,524  5.98%   674,540   10,196     6.05%

Other liabilities        31,944                    20,576                    
Members' equity         134,042                   126,971                    

 Total liabilities and
   members' equity     $869,801                  $822,087

Net interest earning   
 assets                $130,567                  $133,437
Net interest revenues                                      
 and spread                     $ 6,853  2.35%             $ 6,710    2.32%
Net yield on interest
 earning assets                          3.29%                        3.32%
PROVISION FOR INCOME TAXES

 The federal income tax provision is determined on the basis of
non-member income generated by NCB Savings Bank, FSB and reserves
set aside for the retirement of Class A notes and dividends on
Class C stock. NCB's subsidiaries are also subject to varying
levels of state taxation.  The federal income tax provision for the
three months ended March 31, 1998 was $293 thousand compared with
the prior year's provision of $337 thousand.

CASH, CASH EQUIVALENTS AND INVESTMENT SECURITIES

 Cash, cash equivalents and investment securities totalling $88.9
million at March 31, 1998 increased $4.0 million or 4.7% from $84.9
million at year-end 1997 due to repayments on loans and outstanding
lines of credit received at the end of March.  As a percentage of
earning assets, cash, cash equivalents and investment securities
increased to 10.4%  at March 31, 1998  from 9.8% at December 31,
1997.

ALLOWANCE FOR LOAN LOSSES

 The allowance for loan losses at March 31, 1998 increased 2.3% to
$18.0 million from $17.6 million at December 31, 1997.  The
allowance during the period was impacted by recoveries of loans
previously charged-off of $65.7 thousand, new charged-offs of $7
thousand and the provision of $353 thousand. Overall, loan
portfolio quality remained both strong and stable at the end of the
first quarters of 1998 and 1997.  NCB's provision for loan losses
as a percentage of average loans and leases outstanding was .2% and
 .4% for the quarters ended March 31, 1998 and 1997, respectively. 

 The loan loss allowance as a percentage of average loans and
leases increased from 2.3% at December 31, 1997 to 2.5% at March
31, 1998. Management considers the current allowance to be adequate
to absorb known and inherent risks in the loan portfolio.

 As shown in Table 3,  total impaired assets (restructured, non-
accruing loans and real estate owned) increased 29% from $9.2
million at December 31, 1997 to $11.8 million at March 31, 1998. 
Impaired assets as a percentage of loans and leases outstanding
plus real estate owned increased to 1.5% at March 31, 1998 compared
with 1.2% at year-end 1997.  The allowance for loan losses as a
percentage of impaired assets decreased to 152.6% at March 31, 1998
from 192.2% at December 31, 1997.

Table 2
Changes in Net Interest Income
(dollars in thousands)

For the three months ended March 31, 1998 compared to 1997        
                                     
                           Increase (decrease) due to change in:

                                Average      Average
                                Volume*      Yield     Net** 
Interest income

Cash equivalents and 
 investment securities        $   172      $ (192)   $ (20)
Commercial loans and leases      (293)        488      195 
Real estate loans                 606        (310)     296
 
 Total interest income            485         (14)     471 

Interest expense

Deposits                           44         (85)     (41)
Notes payable                   1,924      (1,687)     237
Subordinated debt                   0         132      132

 Total interest expense         1,968      (1,640)     328

Net interest income           $(1,483)     $ 1,626   $ 143

*  Average monthly balances
** Changes in interest income and interest expense due to changes 
  in rate and volume have been allocated to "change in average  
  volume" and "change in average rate" in proportion to the 
  absolute dollar amounts in each.
TABLE 3
Impaired assets
(dollars in thousands)

                 March 31, Dec. 31, Sept. 30, June 30, March 31,
                    1998      1997      1997      1997     1997 

Real estate owned $5,068    $5,114    $5,545    $  208   $  377

Non-accruing      $5,738    $3,030    $3,801    $5,557   $2,731

Restructured      $1,022    $1,027    $1,032    $1,039   $1,043
INTEREST BEARING LIABILITIES

Interest Bearing liabilities
(dollars in thousands)
                              3/31/98     12/31/97     % Change

Deposits                    $ 90,543     $ 83,826          8.0%
Short-term debt              195,664       243,121       (19.5%) 
Long-term debt               231,608      204,793         13.1%
Subordinated debt            182,768      182,785          0.0%

 Total                      $700,583     $714,525         (2.0%)

    Interest bearing liabilities decreased $13.9 million to $700.6
million at March 31, 1998 from $714.5 million at December 31, 1997.

    For the first three months of 1998, deposits at NCB Saving Bank,
FSB grew 8% to $90.5 million compared with $83.8 million at
December 31, 1997. The growth was attributable to local and
national deposit accounts and deposits from cooperative customers. 
Average maturity of the certificates of deposits is 11.1 months. 
Funds generated by the increased deposit activity were used to
originate single-family loans and increase liquidity.

    At March 31, 1998, short-term debt decreased 19.5% in comparison
to the prior year-end 1997 as a result of cash received from the
sale of loans which was used to payoff short-term borrowings.  The
long-term debt increased 13.1% due to the issuance of an additional
$15 million under the medium-term note program and $20 million
under the other long-term facilities.
Part II OTHER INFORMATION
      
Item 4.    Submission of Matters to a Vote of Security Holders

 NCB held its annual meeting on April 23, 1998.  Shareholders
elected the following persons to serve as directors:

 Joseph Cabral (re-elected)
 Michael J. Mercer (re-elected)
 Alex N. Miller
 Alfred A. Plamann (re-elected)

 The following directors continued in office after this meeting:
 
 James L. Burns, Jr.
 Kirby J. Erickson
 Jackie Jenkins-Scott             
 Marilyn J. McQuiade
 Mary Ann Rothman
 Anthony J. Scallon
 Shiela A. Smith
 Peter C. Young
 Thomas K. Zaucha
Item 6. Exhibits 

 (a)   The following exhibits are filed as part of this report:
      
       Exhibit 10.2 - Term Loan Agreement with Credit Suisse First
                      Boston

       Exhibit 10.11 - Fleet Loan Agreement 

       Exhibit 27 - Financial Data Schedule
SIGNATURE

 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 there unto duly authorized.

             NATIONAL CONSUMER COOPERATIVE BANK    

Date:           

                                  By:/s/ Richard L. Reed    
                                     Richard L. Reed, 
                                     Managing Director,
                                     Chief Financial Officer

                                  By:/s/ Marietta J. Orcino     
                                     Marietta J. Orcino
                                     Vice President,
                                     Tax & Regulatory Compliance