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, 1996  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, 1996

              Class C                                217,312
(Common stock, $100.00 par value)                              

              Class B                                723,467
(Common stock, $100.00 par value)                     

              Class D                                   3
(Common stock, $100.00 par value)<PAGE>
                                
                  

                    National Consumer Cooperative Bank 
              (doing business as National Cooperative Bank)
                            and Subsidiaries
                                    
                                  INDEX
                                

PART I  FINANCIAL INFORMATION                                   Page No.

Item 1   Condensed consolidated statements of financial
         condition - March 31, 1996 and December 31,
         1995.........................................              3

         Condensed consolidated statements of income -
         for the three months ended March 31, 1996 and
         1995.........................................              4

         Condensed consolidated statements of cash
         flows - for the three months ended March 31,   
         1996 and 1995..............................                5

         Condensed notes to the consolidated financial 
         statements - March 31, 1996.................                6-8

Item 2   Management's discussion and analysis of 
         financial condition and results of operations - for the
         three  months ended March 31, 1996 and 1995.......         9-16

PART II OTHER INFORMATION

Item 4    Submission of Matters to a Vote of Security Holders        17 
     
Item 6    Exhibits:                                             
          Exhibit 27 - Financial Data Schedule                                










                                 NATIONAL COOPERATIVE BANK
                                CONSOLIDATED BALANCE SHEETS
                            March 31, 1996 and December 31, 1995
                                        (Unaudited)
                                
                                          1996                 1995             
Assets
Cash and cash equivalents           $  15,006,636          $  21,289,376
Restricted cash                         8,348,703              8,348,703
Investment securities
   Available-for-sale                  28,631,622             29,095,559
   Held-to-maturity                     8,199,956              3,118,956
Loans and lease financing             539,338,802            558,582,284
Loans held for sale                   107,673,553              8,608,195
   Less: Allowance for loan losses    (14,869,055)           (14,554,240)
                                      632,143,300            582,636,239

Excess servicing                        4,293,519              25,670,305
Premises and equipment, net             2,222,433               1,896,779
Other assets                           15,646,560              12,475,747
   Total assets                      $734,492,729            $684,531,664

Liabilities and Members' Equity
Liabilities
Deposits                            $  80,892,055          $   78,100,173
Patronage dividends payable in cash     5,866,652               5,088,851
Other liabilities                      15,583,456              12,687,840
Borrowing
   Short-term                         143,000,000             132,499,998
   Long-term                          187,142,706             154,688,045      
                                      330,142,706             287,188,043
   Subordinated Class A notes         182,989,022             183,013,689

   Total borrowing                    513,131,728             470,201,732

   Total liabilities                  615,473,891             566,078,596
Members' equity
Common stock
   Class B                             72,346,754              72,349,754
   Class C                             21,731,166              21,731,166
   Class D                                    300                     300
Retained earnings
   Allocated                            7,202,639               6,219,707
   Unallocated                         17,898,103              17,898,103
   Unrealized gain (loss) on
    investment securities
      available for sale                 (160,124)                254,038
   Total members' equity              119,018,838             118,453,068
   Total liabilities and members' 
      equity                         $734,492,729            $684,531,664<PAGE>
 


                       NATIONAL COOPERATIVE BANK
                    CONSOLIDATED STATEMENTS OF INCOME
                               (Unaudited)
                                

For the three months ended March 31,        1996               1995             
 
Interest Income                           
 Loans and lease financing            $13,329,141          $10,883,467
 Investment securities                    958,848              884,731

   Total interest income               14,287,989           11,768,198
Interest expense
 Deposits                               1,034,879              714,463
 Short-term borrowing                   1,853,834            1,048,557
 Long-term debt, other borrowing
   and subordinated Class A note        5,565,676            4,926,941

   Total interest expense               8,454,389            6,689,961

   Net interest income                  5,833,600            5,078,237

Provision for loan losses                 320,000              219,200
   Net interest income after 
    provision for loan losses           5,513,600            4,859,037
Non-interest income                                     
 Gain on sale of loans                    148,761            1,412,594
 Loan and deposit servicing fees          488,395              371,181
 Other                                    903,393              819,766

  Total non-interest income             1,540,549            2,603,541
Non-interest expenses
 Compensation and employee benefits     2,665,204            2,368,385
 Contractual services                   1,088,381            1,061,319
 Occupancy and equipment                  544,852              714,393
 Contribution to NCB Development Corp     125,000              125,000
 Other                                    640,640              615,545

   Total non-interest expenses          5,064,077            4,884,642

Income before income taxes              1,990,072            2,577,936

Provision for income taxes                229,337              125,064

   Net income                       $   1,760,735        $   2,452,872

Distribution of net income 
 Patronage dividends                $   1,760,735         $  2,249,849
 Retained earnings                                             203,023
                                     $  1,760,735         $  2,452,872
                                 

                              NATIONAL COOPERATIVE BANK
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (Unaudited)

For the three months ended March 31,                 1996          1995      
Cash flows from operating activities
Net income                                      $  1,760,735  $  2,452,872 
Adjustment to reconcile net income
 to net cash (used in) provided
 by operating activities
  Provision for loan losses                          320,000       219,200 
  Depreciation and amortization                    1,560,954     1,102,482 
  Gain on sale of assets                            (148,761)   (1,399,815)
  Loans originated for sale                      (75,013,963)  (35,989,359)
  Proceeds from sale of loans held for sale          459,833    58,278,524
  Increase in other assets                        (3,199,371)   (3,257,023)
  Increase in other liabilities                    2,895,615     3,325,884 
  Other                                              144,635      (867,128)

 Net cash (used in) provided by 
  operating activities                           (71,220,323)   23,865,637
Cash flows from investing activities
  Purchases of investment securities
   Available-for-sale                             (3,143,917)   (2,596,115)
   Held-to-maturity                               (5,180,000)
  Proceeds from maturities and sale of investment securities
   Available-for-sale                              3,135,515     3,301,907 
   Held-to-maturity                                   99,000       225,771 
  Loans originated, net of loan repayments       (13,656,809)  (52,876,929)
  Proceeds from sale of portfolio loans           11,075,444    26,711,435 
  Purchases of premises and equipment               (469,485)      (48,102)

 Net cash provided by (used in) investing
  activities                                      19,173,366   (25,282,033) 
Cash flows from financing activities
  Net increase  in deposits                        2,791,882    11,262,027
  Net increase (decrease) in short-term 
   borrowings                                     10,500,002   (24,298,690)
  Proceeds from issuance of long-term debt        32,500,000    19,936,094
  Repayment on long-term debt                        (24,667)
  Repayment on other borrowings                                   (201,800)
  Redemption of common stock                          (3,000)      (22,855)
 
Net cash provided by financing activities         45,764,217     6,674,776
(Decrease) increase in cash and cash equivalents  (6,282,740)    5,258,380
Cash and cash equivalents, beginning of year      21,289,376    12,546,834

Cash and cash equivalents, end of period         $15,006,636   $17,805,214

Supplemental schedule of noncash investing and financing activities:
Unrealized (loss) gain on investment
 held for sale                                 $    (414,162)  $   621,710
Interest paid                                      4,993,135     1,522,384
Income taxes paid                                    102,113       123,597<PAGE>
    


                         NATIONAL COOPERATIVE BANK
                   CONSOLIDATED NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                             March 31, 1996
                               (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 NCB, 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.

1. Cash, Cash Equivalents and Investment Securities

     As of March 31, 1996, NCB's portfolio of investment securities, cash and 
cash equivalents had an average adjusted maturity of 1168 days with interest 
rates in those portfolios varying from 4.25% to 8.5%.
                              
                               Cash and         Investment     Investments
                                 Cash            Available      Held to
                               Equivalents        for Sale     Maturity   

  Cash                         $   3,908,439    $              $

  Federal funds                    1,790,001

  Money market  securities         7,519,068
     
  Mutual funds                                    1,914,060               

  Certificates of deposit                                        5,479,000
  
  Mortgage-backed securities                                     2,720,956

  Corporate bonds                                16,027,656

  Eurodollar certificates
     and repurchase agreements    1,789,128

  U.S. Treasury and
     Agency obligations                          10,689,906                     
                                $15,006,636    $ 28,631,622   $ 8,199,956<PAGE>

     At March 31, 1996, the investments in the available-for-sale portfolio 
were recorded at aggregate fair value.  Restricted cash of $8,348,703 is held 
by a trustee for the benefit of certificate holders in the event of loss on 
certain loans sold of $37,300,000 and $92,623,000 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.

2.   Loans and Lease Financing 

     Loans and leases outstanding by category at March 31, 1996 were:

       Commercial loans                           $309,310,864
       Lease financing                              13,143,785
       Real estate loans
        Residential                                315,114,039
        Construction                                   469,355
        Commercial                                   8,974,311
                                                  $647,012,354

     At March 31, 1996 and December 31, 1995 real estate loans held for 
resale were $107.7 million and $38.6 million, respectively.  

3.    Impaired Assets

     Loans that became impaired after J anuary 1, 1995 totaled $2,467,374 
and $2,437,450 at March 31, 1996 and 1995, respectively. The 1996 impaired 
loans are comprised of nonaccrual loans and a restructured loan totaling
$1,762,057 and $705,317, respectively. The 1995 impaired loans are comprised 
of nonaccrual loans and a restructured loan totaling $1,719,000 and $718,450 
respectively. A specific allowance of $247,000 and $144,000 has been set 
aside for these loans at March 31, 1996 and 1995, respectively, as 
management's best estimate of their fair value is less than the  recorded 
investment in the loans. During 1996 and 1995, the interest collected on the 
nonaccrual loans was applied to reduce the outstanding principal. Interest 
earned on the restructured loan totaled $13,363 and $12,542 during the first 
three months ended March 31, 1996 and 1995, respectively.  

     At March 31, 1996  there were no commitments to lend additional funds to
borrowers whose loans are non-performing.

     At March 31, 1996 and 1995, NCB had real estate acquired through 
foreclosure  of $1,621,389 and $300,000, respectively, which are classified 
as other assets.<PAGE>

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, 1996:

  Balance at January 1, 1996                    $14,554,240
  Provision for loan losses                         320,000
  Charge-offs                                       (10,800)
  Recoveries of loans previously charged off          5,615

  Balance at March 31, 1996                     $14,869,055

     The allowance for loan losses as a percentage of average loans and 
lease financing at March 31, 1996 was 2.4%.

5. Mortgage Servicing Rights

     As of January 1, 1996, NCB adopted Statement of Financial Accounting 
Standards No. 122, "Accounting for Mortgage Servicing Rights". The impact of 
the implementation on its financial condition and results of operation was 
immaterial.<PAGE>

                                 NATIONAL COOPERATIVE BANK
                           MANAGEMENT DISCUSSION AND ANALYSIS
                   FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995

SUMMARY

     NCB's net income for the three months ended March 31, 1996 was $1.8 
million.  This was a 28.2% or $.7 million decrease compared with the three 
months ended March 31, 1995.  The variance primarily resulted from a 
reduction in non-interest income of $1.1 million and  increases in 
non-interest expense and provision for loan losses totaling $.3 million.  
These were, however, partially offset by an increase in  net interest margin 
of $.8 million.

     Total assets were $734.5 million at March 31, 1996, up 7.3%  from 
$684.5 million at December 31, 1995.  The primary increase in assets was the 
$49.8 million of growth in loans held for sale. These loans were subsequently 
sold in April.

NET INTEREST INCOME

     Net interest income increased $755 thousand for the first three months 
of 1996  compared with the same period a year ago. As shown on Table 2, the
increase in net interest income related to increased volume was $720 thousand 
while the increase related to changes in interest rates was $35 thousand.

     For the three months ending March 31,1996, interest income increased 
$2.5 million to $14.3 million from $11.8 million in the three months ended 
March 31,1995. The increase in interest income was due to a  higher average 
loan balance for the time period in a declining rate environment.  As  shown 
on Table 2,  interest income increased $2.9 million due to increased volume 
but decreased $.4 million due to interest rates. As shown on Table 1, the 
average rate on interest earning assets decreased to 8.42% during the three 
months ended March 31,1996 compared with 8.59% in the same time period  in 
1995.   
 
     Interest expense increased $1.8 million to $8.5 million for the three 
months ended March 31, 1996 compared with $6.7 million for the three months 
ended March 31, 1995. The average rate on interest-bearing liabilities 
decreased to 5.96% compared with 6.45% in the same period in 1995.  
Borrowings at March 31,1996 increased 15% or $45  million from the December 
31, 1995 balance of $287.2 million and were used to fund loan originations.
As shown on Table 2, a $2.2 million increase in  interest expense was volume 
related while a $.5 million decrease was due to interest rates.<PAGE>

NON-INTEREST INCOME

     Non-interest income for the three months ended March 31, 1996 of $1.5 
million decreased 40.8% or $1.1 million from $2.6 million for the same period
last year.  The decrease was due to a lower gain on sale of loans which 
totaled $149 thousand in the first three months  of 1996 compared with 
$1.4 million in the same period in 1995.  During the first quarter of 1996 
and 1995, loans sold amounted to $459,833 and $58,278,524, respectively. 
An increase in servicing fee income and excess servicing fees partially 
offset the negative variance.

NON-INTEREST EXPENSES

     Non-interest expenses for the three months ended March 31, 1996 
increased 4% to $5.1 million from $4.9 million for the three months ended 
March 31, 1995. Salaries and benefits, the largest component of non-interest 
expenses, increased 12.5% or $.3 million due to a higher employee base at the
start of 1996 as compared with 1995. Partially offsetting this increase was a 
positive adjustment to the headquarters rent related to 1995.<PAGE>

Table 1
Rate Related Assets and Liabilities
(dollars in thousands)

                                   Three Months Ended March 31,
ASSETS                              1996                   1995                 
          
                          Average  Income/  Yields/  Average  Income/  Yields/
                          Balance  Expense  Rates    Balance  Expense  Rates
Interest earning assets
 Real estate loans      $ 293,905  $ 6,393  8.70%  $ 234,413  $ 5,176  8.83%  
 Commercial loans
      and leases          323,025    6,936  8.59%    258,058    5,707  8.85%

 Total loans and leases   616,930   13,329  8.64%    492,471   10,883  8.84%
 Trading, investment sec.,
  cash equivalents and other
  earning assets           61,913      959  6.19%     55,435      885  6.38%
 Total interest earning
  assets                  678,843   14,288  8.42%    547,906   11,768  8.59%

Allowance for loan losses (14,709)                   (12,967)

Non interest earning assets
 Cash                       4,266                      4,982
 Other assets              38,361                     20,144
 Total non interest earning 
  assets                   42,627                     25,126
 Total assets           $ 706,761                   $560,065

LIABILITIES AND MEMBERS' EQUITY
Interest bearing liabilities
 Subordinated Class A       
  notes                 $ 183,001  $ 2,415  5.28%   $182,542   2,795  6.12%
 Notes payable            303,267    5,004  6.60%    167,915   3,169  7.66%
 Deposits                  80,923    1,035  5.12%     64,145     726  4.53%

 Total interest bearing
 liabilities              567,191    8,454  5.96%    414,602   6,690  6.45%

Other liabilities          20,804                     31,014
Members' equity           118,766                    114,449
 Total liabilities and
   members' equity      $ 706,761                  $ 560,065

Net interest earning
 assets                 $ 111,652                  $ 133,304            
Net interest revenues
 and spread                        $ 5,834  2.46%            $ 5,078  2.14%
Net yield on 
 interest earning assets                    3.44%                     3.71%<PAGE>


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

For the three months ended March 31, 
                                       1996  Compared 1995              
                               Increase (decrease) due to changes in:
                               Average       Average
                               Volume*       Yield         Net**   
Interest Income

Cash equivalents and 
 investment securities        $   222       $  (148)       $    74
Commercial loans and leases     1,444          (206)         1,238
Real estate loans               1,296           (87)         1,209
 
 Total interest income          2,962          (441)         2,521

Interest Expense

Deposits                          205           116            321
Notes payable                   2,036          (267)         1,769
Subordinated Class A notes          1          (325)          (324)

 Total interest expense         2,242          (476)         1,766

Net Interest Income            $  720       $    35        $   755


*    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>

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, 1996 
increased by $104 thousand compared with the prior year's provision of $125 
thousand.

CASH, CASH EQUIVALENTS AND INVESTMENT SECURITIES

     Cash, cash equivalents and investment securities at March 31, 1996 
decreased $1.7 million or 2.7% from $61.9 million at year-end 1995. NCB used 
the proceeds from the portfolio liquidation to partially fund loan 
originations.  As a percentage of earning assets, cash, cash equivalents and
investment securities decreased to 8.5%  at March 31, 1996  from 9.4% at 
December 31, 1995.

ALLOWANCE FOR LOAN LOSSES

     The allowance for loan losses at March 31, 1996 increased 2.1% to $14.9 
million from $14.6 million at December 31, 1995.  The allowance during the 
period was impacted by loans charged off, net of recoveries of loans 
previously charged off, amounting to $5 thousand and the provision of $320 
thousand.  NCB's provision for loan losses as a percentage of average loans 
and leases outstanding remained flat at .2%. 

     The loan loss allowance as a percentage of average loans and leases 
decreased from 2.5% at December 31, 1995 to 2.4% at March 31, 1996.  The 
decrease is primarily due to the increased level of loans outstanding during 
the period. 

     As shown in Table 3,  total nonperforming assets (renegotiated and 
non-accruing loans and real estate owned) increased from $7.2 million at 
December 31, 1995 to $7.5 million at March 31, 1996.  Nonperforming assets 
as a percentage of loans and leases outstanding plus real estate owned were 
1.1% at March 31, 1996 compared with 1.2% at year-end 1995.  The allowance 
for loan losses as a percentage of nonperforming assets decreased to 198.1% 
at March 31, 1996 from 202.7% at December 31, 1995.<PAGE>

TABLE 3
Nonperforming assets
(dollars in thousands)

                         March 31, Dec. 31, Sept. 31, June 30, March 31,        
                           1996     1995      1995     1995     1994        

Real estate owned        $  1,621  $ 1,397  $ 1,314   $  300    $   300

Non-accruing             $  1,762  $ 1,741  $   932   $1,919    $ 1,719

Restructured             $  4,124  $ 4,041  $ 3,960   $2,080    $ 2,117<PAGE>

INTEREST
BEARING LIABILITIES

Interest Bearing liabilities
(dollars in thousands)
                               3/31/96           12/31/95          % Change
Deposits                      $  80,892          $  78,100           3.6%
Lines of credit                 143,000            132,500           7.9% 
Term debt                       187,143            154,688          21.0%
Class A notes                   182,989            183,014           0.0%

 Total                         $594,024           $548,302           8.3%

     Interest-bearing liabilities increased $45.7 million to $594.0 million 
at March 31,1996 from $548.3 million at December 31, 1995.

     For the first three months of 1996, deposits at NCB Saving Bank, FSB 
grew 3.6% to $80.9 million. Average maturity of these deposits is 22.1 
months. Funds generated by the increased deposit activity were used to 
originate single-family loans and increase liquidity.

     At March 31,1996, short term borrowings and intermediate-term notes 
increased 7.9% and 21.0%, respectively, from year-end 1995 as proceeds were 
used to fund loan disbursements during the first quarter in 1996. Included 
in these borrowings are NCB's short-term borrowings from its  cooperative 
customers which have an outstanding balance of $9.0 million at March 31,
1996.<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 thereunto 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 
                                              and an authorized signature<PAGE>

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

     NCB held its annual meeting on April 18, 1996.  Shareholders elected the 
following persons to serve as directors:

   Leo Barlow (re-elected)
   James L. Burns, Jr.
   Marilyn McQuiade
   Mary Ann Rotham (re-elected)

   The following directors continued in office after this meeting:
 
   Alfred A. Plamann
   Joseph A. Cabral
   Wally Smith
   Robert L. Thompson
   Pete Crear
   Thomas D. Henrion
   Terry Lewis
   Harry J. Bowie
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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, 1996  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, 1996

              Class C                                217,312
(Common stock, $100.00 par value)                              

              Class B                                723,467
(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   Condensed consolidated statements of financial
         condition - March 31, 1996 and December 31,
         1995.........................................              3

         Condensed consolidated statements of income -
         for the three months ended March 31, 1996 and
         1995.........................................              4

         Condensed consolidated statements of cash
         flows - for the three months ended March 31,   
         1996 and 1995..............................                5

         Condensed notes to the consolidated financial 
         statements - March 31, 1996.................                6-8

Item 2   Management's discussion and analysis of 
         financial condition and results of operations - for the
         three  months ended March 31, 1996 and 1995.......         9-16

PART II OTHER INFORMATION

Item 4    Submission of Matters to a Vote of Security Holders        17 
     
Item 6    Exhibits:                                             
          Exhibit 27 - Financial Data Schedule                                

                                 NATIONAL COOPERATIVE BANK
                                CONSOLIDATED BALANCE SHEETS
                            March 31, 1996 and December 31, 1995
                                        (Unaudited)
                                
                                          1996                 1995             
Assets
Cash and cash equivalents           $  15,006,636          $  21,289,376
Restricted cash                         8,348,703              8,348,703
Investment securities
   Available-for-sale                  28,631,622             29,095,559
   Held-to-maturity                     8,199,956              3,118,956
Loans and lease financing             539,338,802            558,582,284
Loans held for sale                   107,673,553              8,608,195
   Less: Allowance for loan losses    (14,869,055)           (14,554,240)
                                      632,143,300            582,636,239

Excess servicing                        4,293,519              25,670,305
Premises and equipment, net             2,222,433               1,896,779
Other assets                           15,646,560              12,475,747
   Total assets                      $734,492,729            $684,531,664

Liabilities and Members' Equity
Liabilities
Deposits                            $  80,892,055          $   78,100,173
Patronage dividends payable in cash     5,866,652               5,088,851
Other liabilities                      15,583,456              12,687,840
Borrowing
   Short-term                         143,000,000             132,499,998
   Long-term                          187,142,706             154,688,045      
                                      330,142,706             287,188,043
   Subordinated Class A notes         182,989,022             183,013,689

   Total borrowing                    513,131,728             470,201,732

   Total liabilities                  615,473,891             566,078,596
Members' equity
Common stock
   Class B                             72,346,754              72,349,754
   Class C                             21,731,166              21,731,166
   Class D                                    300                     300
Retained earnings
   Allocated                            7,202,639               6,219,707
   Unallocated                         17,898,103              17,898,103
   Unrealized gain (loss) on
    investment securities
      available for sale                 (160,124)                254,038
   Total members' equity              119,018,838             118,453,068
   Total liabilities and members' 
      equity                         $734,492,729            $684,531,664
NATIONAL COOPERATIVE BANK
                    CONSOLIDATED STATEMENTS OF INCOME
                               (Unaudited)
                                

For the three months ended March 31,        1996               1995             
 
Interest Income                           
 Loans and lease financing            $13,329,141          $10,883,467
 Investment securities                    958,848              884,731

   Total interest income               14,287,989           11,768,198
Interest expense
 Deposits                               1,034,879              714,463
 Short-term borrowing                   1,853,834            1,048,557
 Long-term debt, other borrowing
   and subordinated Class A note        5,565,676            4,926,941

   Total interest expense               8,454,389            6,689,961

   Net interest income                  5,833,600            5,078,237

Provision for loan losses                 320,000              219,200
   Net interest income after 
    provision for loan losses           5,513,600            4,859,037
Non-interest income                                     
 Gain on sale of loans                    148,761            1,412,594
 Loan and deposit servicing fees          488,395              371,181
 Other                                    903,393              819,766

  Total non-interest income             1,540,549            2,603,541
Non-interest expenses
 Compensation and employee benefits     2,665,204            2,368,385
 Contractual services                   1,088,381            1,061,319
 Occupancy and equipment                  544,852              714,393
 Contribution to NCB Development Corp     125,000              125,000
 Other                                    640,640              615,545

   Total non-interest expenses          5,064,077            4,884,642

Income before income taxes              1,990,072            2,577,936

Provision for income taxes                229,337              125,064

   Net income                       $   1,760,735        $   2,452,872

Distribution of net income 
 Patronage dividends                $   1,760,735         $  2,249,849
 Retained earnings                                             203,023
                                     $  1,760,735         $  2,452,872
                                 

                              NATIONAL COOPERATIVE BANK
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (Unaudited)

For the three months ended March 31,                 1996          1995      
Cash flows from operating activities
Net income                                      $  1,760,735  $  2,452,872 
Adjustment to reconcile net income
 to net cash (used in) provided
 by operating activities
  Provision for loan losses                          320,000       219,200 
  Depreciation and amortization                    1,560,954     1,102,482 
  Gain on sale of assets                            (148,761)   (1,399,815)
  Loans originated for sale                      (75,013,963)  (35,989,359)
  Proceeds from sale of loans held for sale          459,833    58,278,524
  Increase in other assets                        (3,199,371)   (3,257,023)
  Increase in other liabilities                    2,895,615     3,325,884 
  Other                                              144,635      (867,128)

 Net cash (used in) provided by 
  operating activities                           (71,220,323)   23,865,637
Cash flows from investing activities
  Purchases of investment securities
   Available-for-sale                             (3,143,917)   (2,596,115)
   Held-to-maturity                               (5,180,000)
  Proceeds from maturities and sale of investment securities
   Available-for-sale                              3,135,515     3,301,907 
   Held-to-maturity                                   99,000       225,771 
  Loans originated, net of loan repayments       (13,656,809)  (52,876,929)
  Proceeds from sale of portfolio loans           11,075,444    26,711,435 
  Purchases of premises and equipment               (469,485)      (48,102)

 Net cash provided by (used in) investing
  activities                                      19,173,366   (25,282,033) 
Cash flows from financing activities
  Net increase  in deposits                        2,791,882    11,262,027
  Net increase (decrease) in short-term 
   borrowings                                     10,500,002   (24,298,690)
  Proceeds from issuance of long-term debt        32,500,000    19,936,094
  Repayment on long-term debt                        (24,667)
  Repayment on other borrowings                                   (201,800)
  Redemption of common stock                          (3,000)      (22,855)
 
Net cash provided by financing activities         45,764,217     6,674,776
(Decrease) increase in cash and cash equivalents  (6,282,740)    5,258,380
Cash and cash equivalents, beginning of year      21,289,376    12,546,834

Cash and cash equivalents, end of period         $15,006,636   $17,805,214

Supplemental schedule of noncash investing and financing activities:
Unrealized (loss) gain on investment
 held for sale                                 $    (414,162)  $   621,710
Interest paid                                      4,993,135     1,522,384
Income taxes paid                                    102,113       123,597
NATIONAL COOPERATIVE BANK
                   CONSOLIDATED NOTES TO THE CONSOLIDATED
                         FINANCIAL STATEMENTS
                             March 31, 1996
                               (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 NCB, 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.

1. Cash, Cash Equivalents and Investment Securities

     As of March 31, 1996, NCB's portfolio of investment securities, cash and 
cash equivalents had an average adjusted maturity of 1168 days with interest 
rates in those portfolios varying from 4.25% to 8.5%.
                              
                               Cash and         Investment     Investments
                                 Cash            Available      Held to
                               Equivalents        for Sale     Maturity   

  Cash                         $   3,908,439    $              $

  Federal funds                    1,790,001

  Money market  securities         7,519,068
     
  Mutual funds                                    1,914,060               

  Certificates of deposit                                        5,479,000
  
  Mortgage-backed securities                                     2,720,956

  Corporate bonds                                16,027,656

  Eurodollar certificates
     and repurchase agreements    1,789,128

  U.S. Treasury and
     Agency obligations                          10,689,906                     
                                $15,006,636    $ 28,631,622   $ 8,199,956
At March 31, 1996, the investments in the available-for-sale portfolio 
were recorded at aggregate fair value.  Restricted cash of $8,348,703 is held 
by a trustee for the benefit of certificate holders in the event of loss on 
certain loans sold of $37,300,000 and $92,623,000 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.

2.   Loans and Lease Financing 

     Loans and leases outstanding by category at March 31, 1996 were:

       Commercial loans                           $309,310,864
       Lease financing                              13,143,785
       Real estate loans
        Residential                                315,114,039
        Construction                                   469,355
        Commercial                                   8,974,311
                                                  $647,012,354

     At March 31, 1996 and December 31, 1995 real estate loans held for 
resale were $107.7 million and $38.6 million, respectively.  

3.    Impaired Assets

     Loans that became impaired after J anuary 1, 1995 totaled $2,467,374 
and $2,437,450 at March 31, 1996 and 1995, respectively. The 1996 impaired 
loans are comprised of nonaccrual loans and a restructured loan totaling
$1,762,057 and $705,317, respectively. The 1995 impaired loans are comprised 
of nonaccrual loans and a restructured loan totaling $1,719,000 and $718,450 
respectively. A specific allowance of $247,000 and $144,000 has been set 
aside for these loans at March 31, 1996 and 1995, respectively, as 
management's best estimate of their fair value is less than the  recorded 
investment in the loans. During 1996 and 1995, the interest collected on the 
nonaccrual loans was applied to reduce the outstanding principal. Interest 
earned on the restructured loan totaled $13,363 and $12,542 during the first 
three months ended March 31, 1996 and 1995, respectively.  

     At March 31, 1996  there were no commitments to lend additional funds to
borrowers whose loans are non-performing.

     At March 31, 1996 and 1995, NCB had real estate acquired through 
foreclosure  of $1,621,389 and $300,000, 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, 1996:

  Balance at January 1, 1996                    $14,554,240
  Provision for loan losses                         320,000
  Charge-offs                                       (10,800)
  Recoveries of loans previously charged off          5,615

  Balance at March 31, 1996                     $14,869,055

     The allowance for loan losses as a percentage of average loans and 
lease financing at March 31, 1996 was 2.4%.

5. Mortgage Servicing Rights

     As of January 1, 1996, NCB adopted Statement of Financial Accounting 
Standards No. 122, "Accounting for Mortgage Servicing Rights". The impact of 
the implementation on its financial condition and results of operation was 
immaterial.
NATIONAL COOPERATIVE BANK
                           MANAGEMENT DISCUSSION AND ANALYSIS
                   FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995

SUMMARY

     NCB's net income for the three months ended March 31, 1996 was $1.8 
million.  This was a 28.2% or $.7 million decrease compared with the three 
months ended March 31, 1995.  The variance primarily resulted from a 
reduction in non-interest income of $1.1 million and  increases in 
non-interest expense and provision for loan losses totaling $.3 million.  
These were, however, partially offset by an increase in  net interest margin 
of $.8 million.

     Total assets were $734.5 million at March 31, 1996, up 7.3%  from 
$684.5 million at December 31, 1995.  The primary increase in assets was the 
$49.8 million of growth in loans held for sale. These loans were subsequently 
sold in April.

NET INTEREST INCOME

     Net interest income increased $755 thousand for the first three months 
of 1996  compared with the same period a year ago. As shown on Table 2, the
increase in net interest income related to increased volume was $720 thousand 
while the increase related to changes in interest rates was $35 thousand.

     For the three months ending March 31,1996, interest income increased 
$2.5 million to $14.3 million from $11.8 million in the three months ended 
March 31,1995. The increase in interest income was due to a  higher average 
loan balance for the time period in a declining rate environment.  As  shown 
on Table 2,  interest income increased $2.9 million due to increased volume 
but decreased $.4 million due to interest rates. As shown on Table 1, the 
average rate on interest earning assets decreased to 8.42% during the three 
months ended March 31,1996 compared with 8.59% in the same time period  in 
1995.   
 
     Interest expense increased $1.8 million to $8.5 million for the three 
months ended March 31, 1996 compared with $6.7 million for the three months 
ended March 31, 1995. The average rate on interest-bearing liabilities 
decreased to 5.96% compared with 6.45% in the same period in 1995.  
Borrowings at March 31,1996 increased 15% or $45  million from the December 
31, 1995 balance of $287.2 million and were used to fund loan originations.
As shown on Table 2, a $2.2 million increase in  interest expense was volume 
related while a $.5 million decrease was due to interest rates.
NON-INTEREST INCOME

     Non-interest income for the three months ended March 31, 1996 of $1.5 
million decreased 40.8% or $1.1 million from $2.6 million for the same period
last year.  The decrease was due to a lower gain on sale of loans which 
totaled $149 thousand in the first three months  of 1996 compared with 
$1.4 million in the same period in 1995.  During the first quarter of 1996 
and 1995, loans sold amounted to $459,833 and $58,278,524, respectively. 
An increase in servicing fee income and excess servicing fees partially 
offset the negative variance.

NON-INTEREST EXPENSES

     Non-interest expenses for the three months ended March 31, 1996 
increased 4% to $5.1 million from $4.9 million for the three months ended 
March 31, 1995. Salaries and benefits, the largest component of non-interest 
expenses, increased 12.5% or $.3 million due to a higher employee base at the
start of 1996 as compared with 1995. Partially offsetting this increase was a 
positive adjustment to the headquarters rent related to 1995.
Table 1
Rate Related Assets and Liabilities
(dollars in thousands)

                                   Three Months Ended March 31,
ASSETS                              1996                   1995                 
          
                          Average  Income/  Yields/  Average  Income/  Yields/
                          Balance  Expense  Rates    Balance  Expense  Rates
Interest earning assets
 Real estate loans      $ 293,905  $ 6,393  8.70%  $ 234,413  $ 5,176  8.83%  
 Commercial loans
      and leases          323,025    6,936  8.59%    258,058    5,707  8.85%

 Total loans and leases   616,930   13,329  8.64%    492,471   10,883  8.84%
 Trading, investment sec.,
  cash equivalents and other
  earning assets           61,913      959  6.19%     55,435      885  6.38%
 Total interest earning
  assets                  678,843   14,288  8.42%    547,906   11,768  8.59%

Allowance for loan losses (14,709)                   (12,967)

Non interest earning assets
 Cash                       4,266                      4,982
 Other assets              38,361                     20,144
 Total non interest earning 
  assets                   42,627                     25,126
 Total assets           $ 706,761                   $560,065

LIABILITIES AND MEMBERS' EQUITY
Interest bearing liabilities
 Subordinated Class A       
  notes                 $ 183,001  $ 2,415  5.28%   $182,542   2,795  6.12%
 Notes payable            303,267    5,004  6.60%    167,915   3,169  7.66%
 Deposits                  80,923    1,035  5.12%     64,145     726  4.53%

 Total interest bearing
 liabilities              567,191    8,454  5.96%    414,602   6,690  6.45%

Other liabilities          20,804                     31,014
Members' equity           118,766                    114,449
 Total liabilities and
   members' equity      $ 706,761                  $ 560,065

Net interest earning
 assets                 $ 111,652                  $ 133,304            
Net interest revenues
 and spread                        $ 5,834  2.46%            $ 5,078  2.14%
Net yield on 
 interest earning assets                    3.44%                     3.71%
Table 2
Change in Net Interest Income
(dollars in thousands)

For the three months ended March 31, 
                                       1996  Compared 1995              
                               Increase (decrease) due to changes in:
                               Average       Average
                               Volume*       Yield         Net**   
Interest Income

Cash equivalents and 
 investment securities        $   222       $  (148)       $    74
Commercial loans and leases     1,444          (206)         1,238
Real estate loans               1,296           (87)         1,209
 
 Total interest income          2,962          (441)         2,521

Interest Expense

Deposits                          205           116            321
Notes payable                   2,036          (267)         1,769
Subordinated Class A notes          1          (325)          (324)

 Total interest expense         2,242          (476)         1,766

Net Interest Income            $  720       $    35        $   755

*    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.
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, 1996 
increased by $104 thousand compared with the prior year's provision of $125 
thousand.

CASH, CASH EQUIVALENTS AND INVESTMENT SECURITIES

     Cash, cash equivalents and investment securities at March 31, 1996 
decreased $1.7 million or 2.7% from $61.9 million at year-end 1995. NCB used 
the proceeds from the portfolio liquidation to partially fund loan 
originations.  As a percentage of earning assets, cash, cash equivalents and
investment securities decreased to 8.5%  at March 31, 1996  from 9.4% at 
December 31, 1995.

ALLOWANCE FOR LOAN LOSSES

     The allowance for loan losses at March 31, 1996 increased 2.1% to $14.9 
million from $14.6 million at December 31, 1995.  The allowance during the 
period was impacted by loans charged off, net of recoveries of loans 
previously charged off, amounting to $5 thousand and the provision of $320 
thousand.  NCB's provision for loan losses as a percentage of average loans 
and leases outstanding remained flat at .2%. 

     The loan loss allowance as a percentage of average loans and leases 
decreased from 2.5% at December 31, 1995 to 2.4% at March 31, 1996.  The 
decrease is primarily due to the increased level of loans outstanding during 
the period. 

     As shown in Table 3,  total nonperforming assets (renegotiated and 
non-accruing loans and real estate owned) increased from $7.2 million at 
December 31, 1995 to $7.5 million at March 31, 1996.  Nonperforming assets 
as a percentage of loans and leases outstanding plus real estate owned were 
1.1% at March 31, 1996 compared with 1.2% at year-end 1995.  The allowance 
for loan losses as a percentage of nonperforming assets decreased to 198.1% 
at March 31, 1996 from 202.7% at December 31, 1995.
TABLE 3
Nonperforming assets
(dollars in thousands)

                         March 31, Dec. 31, Sept. 31, June 30, March 31,        
                           1996     1995      1995     1995     1994        

Real estate owned        $  1,621  $ 1,397  $ 1,314   $  300    $   300

Non-accruing             $  1,762  $ 1,741  $   932   $1,919    $ 1,719

Restructured             $  4,124  $ 4,041  $ 3,960   $2,080    $ 2,117
INTEREST
BEARING LIABILITIES

Interest Bearing liabilities
(dollars in thousands)
                               3/31/96           12/31/95          % Change
Deposits                      $  80,892          $  78,100           3.6%
Lines of credit                 143,000            132,500           7.9% 
Term debt                       187,143            154,688          21.0%
Class A notes                   182,989            183,014           0.0%

 Total                         $594,024           $548,302           8.3%

     Interest-bearing liabilities increased $45.7 million to $594.0 million 
at March 31,1996 from $548.3 million at December 31, 1995.

     For the first three months of 1996, deposits at NCB Saving Bank, FSB 
grew 3.6% to $80.9 million. Average maturity of these deposits is 22.1 
months. Funds generated by the increased deposit activity were used to 
originate single-family loans and increase liquidity.

     At March 31,1996, short term borrowings and intermediate-term notes 
increased 7.9% and 21.0%, respectively, from year-end 1995 as proceeds were 
used to fund loan disbursements during the first quarter in 1996. Included 
in these borrowings are NCB's short-term borrowings from its  cooperative 
customers which have an outstanding balance of $9.0 million at March 31,
1996.
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 thereunto 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 
                                              and an authorized signature
Item 4     Submission of Matters to a Vote of Security-Holders

     NCB held its annual meeting on April 18, 1996.  Shareholders elected the 
following persons to serve as directors:

   Leo Barlow (re-elected)
   James L. Burns, Jr.
   Marilyn McQuiade
   Mary Ann Rotham (re-elected)

   The following directors continued in office after this meeting:
 
   Alfred A. Plamann
   Joseph A. Cabral
   Wally Smith
   Robert L. Thompson
   Pete Crear
   Thomas D. Henrion
   Terry Lewis
   Harry J. Bowie