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 June 30, 1997 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 June 30, 1997

     Class C                                      217,531
(Common stock, $100.00 par value)                              

     Class B                                      784,060
(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    Consolidated balance sheets -  
          June 30, 1997 and December 31, 1996.....          3

          Consolidated statements of income - for 
          the three and six months ended June 30,
          1997 and 1996...........................          4

          Consolidated statements of cash flows - 
          for the six months ended June 30, 1997 
          and 1996................................          5-6
    
          Condensed notes to the consolidated 
          financial statements - June 30, 1997....          7-10

Item 2    Management discussion and analysis of 
          financial condition and results of operations 
          - for the three and six months ended June 30,
          1997 and 1996................................     11-21

PART II OTHER INFORMATION

Item 2    Changes in Securities.........................    22

Item 6    Exhibits and Reports on Form 8-K..............    22
          
          Exhibit 10.5 - Third Amended and Restated
          Loan Agreement with Fleet Bank as Agent
     
          Exhibit 10.8 - Master Shelf Agreement with 
          Prudential Insurance Co. of America et al 
          (June 1997)

          Exhibit 27 - Financial Data Schedule         
               

                   NATIONAL COOPERATIVE BANK
                  CONSOLIDATED BALANCE SHEETS
              June 30, 1997 and December 31, 1996
                          (Unaudited)
                                
                                          1997          1996    
Assets
Cash and cash equivalents             $ 29,065,080 $ 17,150,534

Restricted cash                          8,348,703    8,348,703
Investment securities
   Available-for-sale                   32,538,798   30,337,100
   Held-to-maturity                      2,795,783    2,946,425

Loans and lease financing              597,173,872  565,824,579
Loans held for sale                    161,805,300  184,269,872
   Less: Allowance for loan losses     (16,882,700) (15,504,510)
                                       742,096,472  734,589,941

Excess servicing                        30,230,415   30,758,057
Premises and equipment, net              2,093,835    2,257,362
Other assets                            10,783,376   12,947,458

   Total assets                       $857,952,462 $839,335,580

Liabilities and Members' Equity
Liabilities
Deposits                              $ 79,890,436 $ 88,620,002
Patronage dividends payable in cash      6,800,765    4,721,600
Other liabilities                       13,938,112   11,332,033
Borrowings
   Short-term                          223,700,000  224,500,000
   Long-term                           222,747,210  202,137,077     
                                       446,447,210  426,637,077

   Subordinated debt                   182,818,155  182,853,313

   Total borrowings                    629,265,365  609,490,390
   Total liabilities                   729,894,678  714,164,025
                                                   
Members' equity
Common stock
   Class B                              78,406,021   78,600,416
   Class C                              21,753,074   21,751,584
   Class D                                     300          300
Retained earnings
   Allocated                             8,320,163    5,770,844
   Unallocated                          19,682,724   19,113,185
   Unrealized loss on investment 
     securities available-for-sale        (104,498)     (64,774)

   Total members' equity               128,057,784  125,171,555
   Total liabilities and members' 
      equity                          $857,952,462 $839,335,580
<PAGE>

                             NATIONAL COOPERATIVE BANK
                          CONSOLIDATED STATEMENTS OF INCOME
                                    (Unaudited)
                                
                                Six Months Ended        Three Months Ended
                                    June 30,                 June 30,
                               1997         1996         1997         1996   
<TABLE>
Interest income              
 <S>                        <C>          <C>          <C>          <C>
 Loans and lease financing  $30,888,106  $26,522,790  $15,516,939  $13,193,649
 Investment securities        2,206,644    1,883,515    1,121,187      924,667

  Total interest income      33,094,750   28,406,305   16,638,126   14,118,316

Interest expense
 Deposits                     2,017,134    2,036,792      984,181    1,001,913
 Short-term borrowings        5,625,341    3,371,843    2,734,477    1,518,009
 Long-term debt, other 
  borrowings and 
  subordinated debt          13,042,669   11,238,815    6,770,374    5,673,139

   Total interest expense    20,685,144   16,647,450   10,489,032    8,193,061
   
   Net interest income       12,409,606   11,758,855    6,149,094    5,925,255

Provision for loan losses     1,389,000      650,000      687,000      330,000
 
   Net interest income after 
    provision for losses     11,020,606   11,108,855    5,462,094    5,595,255

Non-interest income                         
 Gain on sale of loans        1,741,309    4,937,477      332,882    4,806,209
 Loan and deposit 
   servicing fees             1,111,943    1,027,085      556,747      545,007
 Other                        2,883,305    2,321,370    1,335,844    1,394,167
 
   Total non-interest 
    income                    5,736,557    8,285,932    2,225,473    6,745,383

Non-interest expenses
 Compensation and 
   employee benefits         5,708,107     5,311,691    3,016,036    2,646,487
 Contractual services        1,726,286     2,069,113      883,067      980,732
 Occupancy and equipment     1,887,376     1,754,839      935,968    1,209,987  
 Contribution to NCB
   Development Corporation     250,000       250,000      125,000      125,000
 Other                       1,093,477       953,883      621,078      313,243
   
 Total non-interest
  expenses                  10,665,246    10,339,526    5,581,149    5,275,449

Income before income taxes   6,091,917     9,055,261    2,106,418    7,065,189

Provision for income taxes     739,532       451,611      402,385      222,274

Net income                 $ 5,352,385   $ 8,603,650  $ 1,704,033  $ 6,842,915

Distribution of net income 
 Patronage dividends       $ 5,352,385   $ 8,518,676  $ 1,704,033  $ 6,757,941
 Retained earnings                            84,974                    84,974
                           $ 5,352,385   $ 8,603,650  $ 1,704,033  $ 6,842,915
</TABLE>
<PAGE>
                   
 
                            NATIONAL COOPERATIVE BANK
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (Unaudited)


For the six months ended June 30,                    1997           1996     

Cash flows from operating activities
Net income                                      $  5,352,385   $   8,603,656
 
Adjustments to reconcile net income to net 
 cash provided by (used in) operating activities

  Provision for loan losses                        1,389,000        650,000 
  Depreciation and amortization                    2,791,804      2,445,833 
  Gain on sale of assets                          (1,741,309)    (4,816,579)
  Loans originated for sale                      (85,561,715)  (139,255,443)
  Proceeds from sale of loans held for sale      134,011,720    118,777,927
  Decrease (increase) in other assets              2,108,595     (6,625,828)
  Increase in other liabilities                    2,181,056      2,472,331

 Net cash provided by (used in) operating 
  activities                                      60,531,536    (17,748,103)

Cash flows from investing activities

  Purchases of investment securities
   Available-for-sale                             (4,736,872)    (7,044,371)
   Held-to-maturity                                    -         (1,007,783)
  Proceeds from maturities and sales 
   of investment securities
   Available-for-sale                              2,478,010      6,075,132 
   Held-to-maturity                                  150,642          -
  Net(increase)in loans and lease financing      (57,543,936)    (2,256,647)
  Proceeds from sale of portfolio loans                -         18,812,435 
  Purchases of premises and equipment               (225,418)      (580,296)

 Net cash (used in) provided by investing 
  activities                                     (59,877,574)    13,998,470

Cash flows from financing activities

 Net (decrease) increase in deposits              (8,729,566)     3,587,917
 Net (decrease) in short-term borrowings            (800,000)   (36,500,000)
 Proceeds from issuance of long-term debt         40,000,000     32,500,000 
 Repayment on long-term debt                     (19,000,000)         -
 Sale of common stock                                    300          -
 Redemption of common stock                            -             (3,000)
 Dividends paid                                     (210,150)         -        

Net cash provided by (used in) financing
 activities                                       11,260,584       (415,083)

Increase (decrease) in cash and cash equivalents  11,914,546     (4,164,716)
Cash and cash equivalents, beginning of year      17,150,534     21,289,376

Cash and cash equivalents, end of period        $ 29,065,080  $  17,124,660





                   NATIONAL COOPERATIVE BANK
             CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Unaudited)




Supplemental schedule of noncash investing and financing activities:

For the six months ended June 30,          1997         1996   

Unrealized loss on investment
 available-for-sale                    $   (41,648) $  (622,968)

Interest paid                           19,962,864   16,597,351

Income taxes paid                          705,554      548,012

Loans charged off                           22,327      708,052
<PAGE>

                    NATIONAL COOPERATIVE BANK
               CONDENSED NOTES TO THE CONSOLIDATED
                      FINANCIAL STATEMENTS
                         June 30, 1997
                          (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 prior year amounts have been reclassified to conform
to the 1997 presentation.

1. Cash, Cash Equivalents and Investment Securities

    As of June 30, 1997, NCB's portfolio of investment securities,
cash and cash equivalents had an average adjusted maturity of 987
days with interest rates in those portfolios varying from 5.00% to
8.50%.
                               Cash and      Investments    Investments
                                 Cash          Available-     Held-to-
                             Equivalents      for-Sale      Maturity  

Cash                         $ 4,878,242     $     -       $     -
Federal funds                  4,337,990           -             -
Money market securities       13,422,578           -             -
Mutual funds                       -           2,054,169         - 
Mortgage-backed securities         -               -        2,795,783
Eurodollar certificates
 and repurchase agreements     6,426,270           -             -            
Corporate bonds                    -         11,587,180          -
U.S. Treasury and
 Agency obligations                -         18,897,449          -     
 
                             $29,065,080    $32,538,798    $2,795,783
 


   At June 30, 1997, 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 June 30, 1997 were:

   Commercial loans           $365,744,112
   Lease financing              15,164,766
   Real estate loans
     Residential               371,085,871
     Commercial                  6,984,423

                              $758,979,172

   At June 30, 1997 and December 31, 1996 real estate loans held
for sale were $161.8 million and $184.3 million, respectively.  

3. Impaired Assets

   Loans that became impaired after January 1, 1996 totaled
$6,616,343 and $2,071,399 at June 30, 1997 and 1996, respectively.
The 1997 impaired loans are comprised of nonaccrual loans and a
restructured loan totaling $5,577,108 and $1,039,235, respectively.
The 1996 impaired loans are comprised of nonaccrual loans and a
restructured loan totaling $1,370,097 and $701,302, respectively.
A specific allowance of $1,594,418 and $245,000 has been set aside
for these loans at June 30, 1997 and 1996, respectively, as
management's best estimate of their fair value is less than the 
recorded investment in the loans. During 1997 and 1996, the
interest collected on the nonaccrual loans was applied to reduce
the outstanding principal. Interest earned on the restructured
loans totalled $143,522 and $26,856 during the first six months
ended June 30, 1997 and 1996, respectively.
   
   At June 30, 1997  there were no commitments to lend additional
funds to borrowers whose loans are non-performing.

   At June 30, 1997 and 1996, NCB had real estate acquired through
foreclosure  of $208,338 and $546,559, 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 six months ended June 30, 1997:

  Balance at January 1, 1997        $15,504,510
  Provision for loan losses           1,389,000
  Charge-offs                           (22,329)
  Recoveries of loans previously
   charged off                           11,519                                 
  Balance at June 30, 1997          $16,882,700

  The allowance for loan losses as a percentage of average loans
and lease financing at June 30, 1997 was 2.4%.

5. New Financial Accounting Standards

   In June, 1996, Statement of Financial Accounting Standards ("SFAS")
No. 125, "Accounting for Transfers and Servicing of Financial Assets and 
Extinguishments of Liabilities" was issued. SFAS No. 125 provides accounting 
and reporting standards for transfers and servicing of financial assets and 
extinguishments of liabilities, based on a financial-components approach 
that focuses on control. Under this approach, after a transfer of financial 
assets, financial and servicing assets are recognized if controlled or 
liabilities are recognized if incurred. Financial and servicing assets are 
removed from the statement of income when control has been surrendered and 
liabilities are removed when extinguished. SFAS NO. 125 was effective and 
adoptive on January 1, 1997 and was applied prospectively. The Corporation 
did not experience any material effect on its financial position from this 
implementation.

   In June, 1997, SFAS Nos. 130 was issued-"Reporting Comprehensive Income."
SFAS No. 130 requires that certain financial activity typically disclosed in 
members' equity be reported in the statements of income as an adjustment 
to net income in determining comprehensive income. The only item applicable 
to the Bank would include gain/loss on securities available for sale. Items 
indentified as comprehensive income should be reported also in the statements
of income and the statements of changes in members' equity, under separate 
captions. SFAS No. 130 is effective for the Corporation on January 1, 1998,
including the restatement of prior periods reported consistent with this 
pronouncement. The Corporation does not anticipate any material financial 
impact from the implementation of SFAS No. 130.
<PAGE>

                   NATIONAL COOPERATIVE BANK
               MANAGEMENT DISCUSSION AND ANALYSIS
   FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996


SUMMARY

  NCB's net income for the six months ended June 30, 1997 was $5.4
million.  This was a 37.8% or $3.3 million decrease compared with
$8.6 million for the six months ended June 30, 1996.  The variance
resulted primarily from a decrease in non-interest income of $2.5
million and an increase in the provision for loan losses in the
amount of $739 thousand.  For the three month period, net income
declined to $1.7 million from $6.8 million due primarily to a
decline in non-interest income.

  Total assets were $858.0 million at June 30, 1997, representing
growth of $18.6 million or 2.2% from $839.3 million at December 31,
1996.  This growth resulted from increases in loan originations and
cash and cash equivalents.

  The return on average total assets was 1.29% for the first six
months of 1997 compared with 2.47% for the same period in 1996. 
The return on average equity for the first six months of 1997 and
1996 was 8.41% and 14.33%, respectively.

NET INTEREST INCOME

  Net interest income increased 5.5% or $651 thousand for the first
six months of 1997  compared with the same period a year ago.  As
shown on Table 2, the increase in net interest income related to
volume was $604 thousand while the increase related to changes in
interest rates was $47 thousand.

  For the three months ending June 30,1997, net interest income
increased 3.8% or $224 thousand from the same period in 1996. As
shown on Table 2A, there was a positive variance of $305 thousand
and a negative variance of $81 thousand related to yield and
volume, respectively.

  For the six months ended June 30,1997, interest income went up
$4.7 million to $33.1 million.  The average rate on  interest
earning assets decreased to 8.46% during the six months ended June
30, 1997 compared with 8.53% in the same period in 1996.  The
increase in interest income was mostly due to a higher average
balance of the interest earning assets for the time period.  As
shown on Table 2, interest income increased $5.1 million due to
increased volume but decreased $376 thousand due to a drop in
interest rates.   
 
  Interest income increased $2.5 million to $16.6 million for the
three months ended June 30, 1997 compared with $14.1 million for
the prior year.  The average rate on interest earning assets
increased to 8.54% during the three months ended June 30, 1997
compared with 8.52% in the same period in 1996.  As shown on Table
2A, interest income increased $2.5 million due to increased volume
but decreased $12 thousand due to the  decreasing rate environment.

  Interest expense increased $4.0 million to $20.7 million for the
six months ended June 30, 1997 compared with $16.7 million for the
same period in 1996.  The average rate on interest bearing
liabilities increased to 6.14% compared with 5.98%.  As shown on
Table 2, a $4.5 million increase in interest expense was volume
related while a $423 thousand decrease was due to declining
interest rates.

  For the three month period ended June 30, 1997, interest expense
increased $2.3 million to $10.5 million from $8.2 million a year
ago.  The average rate on interest bearing liabilities increased to
6.25% compared with 5.91% in the same period in 1996.  As shown on
Table 2A, an increase of $2.6 million in interest expense was
volume related which was partially offset by  $317 thousand due to
a decrease in rates.


NON-INTEREST INCOME

  Non-interest income for the six months ended June 30, 1997 of
$5.7 million decreased 30.8% or $2.6 million from $8.3 million for
the same period last year.  The majority of the decrease was caused
by a lesser amount of asset sales to the secondary market.  The
fees and gains on sale of blanket mortgages totalled $4.9 million
in the first half of 1996 compared with $1.7 million in the same
period in 1997.  This was partially offset by an increase of $646.8
thousand in servicing fees and other income.

  For the three month period ended June 30, non-interest income
declined by $4.5 million from $6.7 million at June 30,1996 to $2.2
million for the same period in the current year. The majority of
the decrease was related to gains on the higher volume of
real estate loans sold during the second quarter of 1996 compared
with same quarter this year.

NON-INTEREST EXPENSES

  Non-interest expenses for the six months ended June 30, 1997
increased 3.2%  to $10.7 million from $10.3 million for the six
months ended June 30, 1996. Compensation and benefits, the largest
component of non-interest expenses, increased 7.5% or $.4 million
due to a higher employee base at the start of 1997.  Occupancy and
equipment expenses increased 7.6% to $1.9 million compared with
$1.8 million of the prior year due to a positive adjustment to the
headquarter's rent in the first quarter of 1996.  Non-interest expense,
excluding the voluntary contribution to NCB Development
Corporation, as a percentage of average assets, decreased slightly
to 1.3% for the six months ended June 30, 1997 from 1.5% for the
six months ended June 30,1996.

  For the three months ended June 30, 1997, non-interest expenses
increased $306 thousand or 5.8% to $5.6 million from $5.3 million for
the same period in 1996.  The increase was primarily attibutable to
the timing of new hires and more comissions paid to loan officers due
to higher loan production which was partially offset by a decrease in 
contractual services.
<PAGE>

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

                                 Six Months Ended June 30,
ASSETS                          1997                      1996           
                           Average  Income/  Yields/  Average  Income/ Yields/
                           Balance  Expense  Rates    Balance  Expense Rates

Interest earning assets
 Real estate loans        $346,845  $15,154  8.74%    $278,540 $12,764  9.16%
 Commercial loans
  and leases               370,954   15,734  8.48%     322,475  13,758  8.53%
 
 Total loans and leases    717,799   30,888  8.61%     601,015  26,522  8.83%

 Investment securities
  and cash equivalents      64,946    2,207  6.80%      64,926   1,884  5.81%

 Total interest earning
  assets                   782,745   33,095  8.46%     665,941  28,406  8.53%

Allowance for loan losses  (16,197)                    (14,784)

Non-interest earning assets

 Cash                        5,376                       2,914
 Other assets               55,831                      43,136
 Total non-interest          
  earning assets            61,207                      46,050

 Total assets             $827,755                    $697,207

LIABILITIES AND MEMBERS' EQUITY

Interest bearing liabilities
 Subordinated debt        $182,542    5,167  5.66%    $182,989   4,690  5.13%
 Notes payable             405,611   13,501  6.66%     291,875   9,920  6.80%
 Deposits                   85,307    2,017  4.73%      81,505   2,037  5.00%

 Total interest bearing
  liabilities              673,460   20,685  6.14%     556,369  16,647  5.98%

Other liabilities           26,999                      20,837
Members' equity            127,296                     120,001
 Total liabilities and
   members' equity        $827,755                    $697,207

Net interest earning 
  assets                  $109,285                    $109,572       
Net interest revenues and                                 
 spread                             $12,410  2.32%             $11,759  2.55%
Net yield on 
 interest earning assets                     3.17%                      3.53%
<PAGE>


Table 1A
Rate Related Assets and Liabilities
(dollars in thousands)
                                  Three Months Ended June 30,
ASSETS                          1997                       1996           
                           Average  Income/  Yields/ Average  Income/  Yields/
                           Balance  Expense  Rates   Balance  Expense  Rates

Interest earning assets
 Real estate loans         $353,275 $ 7,364  8.34%   $274,686 $ 6,370  9.28%
 Commercial loans
   and leases               360,997   8,153  9.03%    321,921   6,823  8.48%

 Total loans and leases     714,272  15,517  8.69%    596,607  13,193  8.84%    
 Investment securities
 and cash equivalents        64,917   1,121  6.91%     66,190     925  5.60%

 Total interest earning
  assets                    779,189  16,638  8.54%    662,797  14,118  8.52%

Allowance for loan losses   (16,620)                  (14,880)

Non-interest earning assets
 
 Cash                         6,584                     3,760
 Other assets                53,934                    45,299       
 Total non-interest 
  earning assets             60,518                    49,059

 Total assets              $823,087                  $696,976

LIABILITIES AND MEMBERS' EQUITY

Interest bearing liabilities
 Subordinated debt         $182,542   2,619  5.74%   $182,977   2,275  4.97%
 Notes payable              402,500   6,886  6.84%    290,051   4,916  6.78%
 Deposits                    86,243     984  4.56%     81,935   1,002  4.89%

 Total interest bearing
  liabilities               671,285  10,489  6.25%    554,963   8,193  5.91%

Other liabilities            24,708                    21,023
Members' equity             127,094                   120,990
 Total liabilities and
   members' equity         $823,087                  $696,976

Net interest earning
 assets                    $107,904                  $107,834
Net interest revenues and                                 
 spread                             $ 6,149  2.29%            $ 5,925   2.61%
Net yield on 
 interest earning assets                     3.16%                      3.58%
<PAGE>

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

For the six months ended June 30, 1997 compared to 1996        

                              Increase (decrease) due to changes
                              in:

                                   Average       Average
                                   Volume*       Yield        Net** 
Interest Income

Cash equivalents and 
 investment securities             $    2        $  321       $  323
Commercial loans and leases         2,057           (80)       1,977
Real estate loans                   3,007          (617)       2,390
 
 Total interest income              5,066          (376)       4,690

Interest Expense

Deposits                               93          (112)         (19)
Notes payable                       4,380          (799)       3,581
Subordinated debt                     (11)          488          477

 Total interest expense             4,462          (423)       4,039

Net interest income                $  604        $   47       $  651



*  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 2A
Change in Net Interest Income
(dollars in thousands)

For the three months ended June 30, 1997 compared to 1996

       
                              Increase (decrease) due to changes in:

                                Average   Average
                                Volume*   Yield        Net**  
Interest Income

Cash equivalents and 
 investment securities        $  (17)     $  213     $  196
Commercial loans and leases      862         468      1,330
Real estate loans              1,687        (693)       994
 
 Total interest income         2,532         (12)     2,520

Interest Expense

Deposits                          51         (69)       (18)
Notes payable                  2,568        (598)     1,970
Subordinated debt                 (6)        350        344

 Total interest expense        2,613        (317)     2,296

Net interest income           $  (81)     $  305     $  224


* 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
six months ended June 30, 1997 increased by $288 thousand compared
with the prior year's provision of $452 thousand.

CASH, CASH EQUIVALENTS AND INVESTMENT SECURITIES

 Cash, cash equivalents and investment securities at June 30, 1997
increased $14.0 million or 23.8% from $58.8 million at year-end
1996 due to margin requirements and loan principal paydowns received 
at the end of the month. As a percentage of interest earning assets, 
cash, cash equivalents and investment securities increased to 8.7%  
at June 30, 1997  from 7.3% at December 31, 1996.

ALLOWANCE FOR LOAN LOSSES

 The allowance for loan losses at June 30, 1997 increased 8.9% to
$16.9 million from $15.5 million at December 31, 1996.  The
allowance during the period was impacted by loans charged off, net
of recoveries of loans previously charged off, amounting to $10.8
thousand and the provision of $1.39 million. NCB's provision for
loan losses as a percentage of average loans and leases outstanding
increased to .4% at June 30, 1997 compared with .1% for the same period
in 1996.  The increase in the provision is the result of two factors:
1) growth in the real estate and commercial portfolio from the
prior year, and 2) management's assessment that additional
provisions should be recorded due to the current economic
environment.     

 The loan loss allowance as a percentage of average loans and
leases increased to 2.4% at June 30, 1997 from 2.1% at December 31,
1996.  Overall, credit quality remained strong and management
considers the current allowance to be adequate to absorb known and
inherent risks in the loan portfolio.

 As shown in Table 3,  total nonperforming assets (restructured
and non-accruing loans and real estate owned) increased  from $8.1
million at December 31, 1996 to $10.8 million at June 30, 1997. 
The increase was caused by two loans that went on non-accrual
during the first six months in 1997. Nonperforming assets as a 
percentage of loans and leases outstanding plus real estate owned 
were 1.4% at June 30, 1997 compared with 1.1% at year-end 1996.  
The allowance for loan losses as a percentage of nonperforming 
assets decreased to 156.1% at June 30,1997 from 190.8% at 
December 31, 1996.

TABLE 3
Nonperforming assets
(dollars in thousands)
  
                     June 30,   March 31,   Dec. 31,   Sept. 31,   June 30,
                      1997        1997       1996        1996       1996   


Real estate owned    $   208     $  377      $  377     $  518      $  547

Non-accruing           5,577      2,731       2,601      1,282       1,370

Restructured           5,028      5,098       5,147      4,115       4,145

Total                $10,813     $8,206      $8,125     $5,915      $6,062 
<PAGE>

INTEREST BEARING LIABILITIES

Interest bearing liabilities
(dollars in thousands)
                              
                     6/30/97        12/31/96      % Change
Deposits            $ 79,890        $ 88,620       (9.8%)
Short term debt      223,700         224,500        (.4%) 
Long term debt       222,747         202,137       10.2%
Subordinated debt    182,818         182,853        0.0%

 Total              $709,155        $698,110        1.6%

    Interest bearing liabilities increased  by 1.6% to $709.2 million
at June 30, 1997 from $698.1 million at December 31, 1996.

    For the first six months of 1997, deposits at NCB Saving Bank,
FSB dropped 9.8% to $79.9 million. The decrease was attributable to
scheduled maturities of certificate of deposits. Average maturity 
of these deposits is one year.

    At June 30, 1997, total short term and long term borrowings
(including the subordinated debt) increased 4.6% from year-end 1996.  
Proceeds from the borrowings were used to fund asset growth.  
NCB had approximately $223.7 million outstanding on its short 
term facilities.  Included in the short term borrowings is $3.7 
million from an affiliate and a cooperative customer.  Long term 
debt increased 10.2% from year-end 1996 due to the issuance of 
$40.0 million under the new medium-term note program which was 
partially offset by a paydown of $19.0 million in long-term notes. 
Unused capacities under the short term and long term facilities of
approximately $85.0 million and $90.0 million, respectively, are
sufficient to meet anticipated commitments during 1997.
<PAGE>

Part II Other Information

Item 2. Changes in Securities

 (c)  During the period covered by this report, NCB sold three
shares of its Class C stock without registration under the
Securities Act of 1933 (the "1933 Act") in reliance on the
exemption from registration provided by section 4 (2) of the 1933
Act. The stock was sold for $100 a share in cash without any
underwriting discounts or commissions to cooperative organizations
eligible to obtain loans from NCB. The stock was not offered to the
general public; the purchasers had access to essentially the same
information that would be contained in a registration statement and
had the capability to evaluate the merits of such an investment.

Item 6. Exhibits and Reports on Form 8-k

 (a)  The following exhibits are filed as part of this report:

      Exhibit 10.5 - Third Amended and Restated Loan Agreement
                     with Fleet Bank as Agent
 
      Exhibit 10.8 - Master Shelf Agreement with Prudential
                     Insurance Co. of America et al(June 1997)
      
      Exhibit 27 - Financial Data Schedule

 (b)  On May 13, 1997, the registrant filed a report on Form 8-K 
      that reported a change in the Registrant's Certifying Accountant
<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
[{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 37994}]
{"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": "97661530"}, "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 June 30, 1997 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 June 30, 1997

     Class C                                      217,531
(Common stock, $100.00 par value)                              

     Class B                                      784,060
(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 -  
          June 30, 1997 and December 31, 1996.....          3

          Consolidated statements of income - for 
          the three and six months ended June 30,
          1997 and 1996...........................          4

          Consolidated statements of cash flows - 
          for the six months ended June 30, 1997 
          and 1996................................          5-6
    
          Condensed notes to the consolidated 
          financial statements - June 30, 1997....          7-10

Item 2    Management discussion and analysis of 
          financial condition and results of operations 
          - for the three and six months ended June 30,
          1997 and 1996................................     11-21

PART II OTHER INFORMATION

Item 2    Changes in Securities.........................    22

Item 6    Exhibits and Reports on Form 8-K..............    22
          
          Exhibit 10.5 - Third Amended and Restated
          Loan Agreement with Fleet Bank as Agent
     
          Exhibit 10.8 - Master Shelf Agreement with 
          Prudential Insurance Co. of America et al 
          (June 1997)

          Exhibit 27 - Financial Data Schedule         
               

                   NATIONAL COOPERATIVE BANK
                  CONSOLIDATED BALANCE SHEETS
              June 30, 1997 and December 31, 1996
                          (Unaudited)
                                
                                          1997          1996    
Assets
Cash and cash equivalents             $ 29,065,080 $ 17,150,534

Restricted cash                          8,348,703    8,348,703
Investment securities
   Available-for-sale                   32,538,798   30,337,100
   Held-to-maturity                      2,795,783    2,946,425

Loans and lease financing              597,173,872  565,824,579
Loans held for sale                    161,805,300  184,269,872
   Less: Allowance for loan losses     (16,882,700) (15,504,510)
                                       742,096,472  734,589,941

Excess servicing                        30,230,415   30,758,057
Premises and equipment, net              2,093,835    2,257,362
Other assets                            10,783,376   12,947,458

   Total assets                       $857,952,462 $839,335,580

Liabilities and Members' Equity
Liabilities
Deposits                              $ 79,890,436 $ 88,620,002
Patronage dividends payable in cash      6,800,765    4,721,600
Other liabilities                       13,938,112   11,332,033
Borrowings
   Short-term                          223,700,000  224,500,000
   Long-term                           222,747,210  202,137,077     
                                       446,447,210  426,637,077

   Subordinated debt                   182,818,155  182,853,313

   Total borrowings                    629,265,365  609,490,390
   Total liabilities                   729,894,678  714,164,025
                                                   
Members' equity
Common stock
   Class B                              78,406,021   78,600,416
   Class C                              21,753,074   21,751,584
   Class D                                     300          300
Retained earnings
   Allocated                             8,320,163    5,770,844
   Unallocated                          19,682,724   19,113,185
   Unrealized loss on investment 
     securities available-for-sale        (104,498)     (64,774)

   Total members' equity               128,057,784  125,171,555
   Total liabilities and members' 
      equity                          $857,952,462 $839,335,580
NATIONAL COOPERATIVE BANK
                          CONSOLIDATED STATEMENTS OF INCOME
                                    (Unaudited)
                                
                                Six Months Ended        Three Months Ended
                                    June 30,                 June 30,
                               1997         1996         1997         1996   

Interest income
Loans and lease financing  $30,888,106  $26,522,790  $15,516,939  $13,193,649
 Investment securities        2,206,644    1,883,515    1,121,187      924,667

  Total interest income      33,094,750   28,406,305   16,638,126   14,118,316

Interest expense
 Deposits                     2,017,134    2,036,792      984,181    1,001,913
 Short-term borrowings        5,625,341    3,371,843    2,734,477    1,518,009
 Long-term debt, other 
  borrowings and 
  subordinated debt          13,042,669   11,238,815    6,770,374    5,673,139

   Total interest expense    20,685,144   16,647,450   10,489,032    8,193,061
   
   Net interest income       12,409,606   11,758,855    6,149,094    5,925,255

Provision for loan losses     1,389,000      650,000      687,000      330,000
 
   Net interest income after 
    provision for losses     11,020,606   11,108,855    5,462,094    5,595,255

Non-interest income                         
 Gain on sale of loans        1,741,309    4,937,477      332,882    4,806,209
 Loan and deposit 
   servicing fees             1,111,943    1,027,085      556,747      545,007
 Other                        2,883,305    2,321,370    1,335,844    1,394,167
 
   Total non-interest 
    income                    5,736,557    8,285,932    2,225,473    6,745,383

Non-interest expenses
 Compensation and 
   employee benefits         5,708,107     5,311,691    3,016,036    2,646,487
 Contractual services        1,726,286     2,069,113      883,067      980,732
 Occupancy and equipment     1,887,376     1,754,839      935,968    1,209,987  
 Contribution to NCB
   Development Corporation     250,000       250,000      125,000      125,000
 Other                       1,093,477       953,883      621,078      313,243
   
 Total non-interest
  expenses                  10,665,246    10,339,526    5,581,149    5,275,449

Income before income taxes   6,091,917     9,055,261    2,106,418    7,065,189

Provision for income taxes     739,532       451,611      402,385      222,274

Net income                 $ 5,352,385   $ 8,603,650  $ 1,704,033  $ 6,842,915

Distribution of net income 
 Patronage dividends       $ 5,352,385   $ 8,518,676  $ 1,704,033  $ 6,757,941
 Retained earnings                            84,974                    84,974
                           $ 5,352,385   $ 8,603,650  $ 1,704,033  $ 6,842,915
NATIONAL COOPERATIVE BANK
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (Unaudited)

For the six months ended June 30,                    1997           1996     

Cash flows from operating activities
Net income                                      $  5,352,385   $   8,603,656
 
Adjustments to reconcile net income to net 
 cash provided by (used in) operating activities

  Provision for loan losses                        1,389,000        650,000 
  Depreciation and amortization                    2,791,804      2,445,833 
  Gain on sale of assets                          (1,741,309)    (4,816,579)
  Loans originated for sale                      (85,561,715)  (139,255,443)
  Proceeds from sale of loans held for sale      134,011,720    118,777,927
  Decrease (increase) in other assets              2,108,595     (6,625,828)
  Increase in other liabilities                    2,181,056      2,472,331

 Net cash provided by (used in) operating 
  activities                                      60,531,536    (17,748,103)

Cash flows from investing activities

  Purchases of investment securities
   Available-for-sale                             (4,736,872)    (7,044,371)
   Held-to-maturity                                    -         (1,007,783)
  Proceeds from maturities and sales 
   of investment securities
   Available-for-sale                              2,478,010      6,075,132 
   Held-to-maturity                                  150,642          -
  Net(increase)in loans and lease financing      (57,543,936)    (2,256,647)
  Proceeds from sale of portfolio loans                -         18,812,435 
  Purchases of premises and equipment               (225,418)      (580,296)

 Net cash (used in) provided by investing 
  activities                                     (59,877,574)    13,998,470

Cash flows from financing activities

 Net (decrease) increase in deposits              (8,729,566)     3,587,917
 Net (decrease) in short-term borrowings            (800,000)   (36,500,000)
 Proceeds from issuance of long-term debt         40,000,000     32,500,000 
 Repayment on long-term debt                     (19,000,000)         -
 Sale of common stock                                    300          -
 Redemption of common stock                            -             (3,000)
 Dividends paid                                     (210,150)         -        

Net cash provided by (used in) financing
 activities                                       11,260,584       (415,083)

Increase (decrease) in cash and cash equivalents  11,914,546     (4,164,716)
Cash and cash equivalents, beginning of year      17,150,534     21,289,376

Cash and cash equivalents, end of period        $ 29,065,080  $  17,124,660

                   NATIONAL COOPERATIVE BANK
             CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (Unaudited)

Supplemental schedule of noncash investing and financing activities:

For the six months ended June 30,          1997         1996   

Unrealized loss on investment
 available-for-sale                    $   (41,648) $  (622,968)

Interest paid                           19,962,864   16,597,351

Income taxes paid                          705,554      548,012

Loans charged off                           22,327      708,052
NATIONAL COOPERATIVE BANK
               CONDENSED NOTES TO THE CONSOLIDATED
                      FINANCIAL STATEMENTS
                         June 30, 1997
                          (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 prior year amounts have been reclassified to conform
to the 1997 presentation.

1. Cash, Cash Equivalents and Investment Securities

    As of June 30, 1997, NCB's portfolio of investment securities,
cash and cash equivalents had an average adjusted maturity of 987
days with interest rates in those portfolios varying from 5.00% to
8.50%.
                               Cash and      Investments    Investments
                                 Cash          Available-     Held-to-
                             Equivalents      for-Sale      Maturity  

Cash                         $ 4,878,242     $     -       $     -
Federal funds                  4,337,990           -             -
Money market securities       13,422,578           -             -
Mutual funds                       -           2,054,169         - 
Mortgage-backed securities         -               -        2,795,783
Eurodollar certificates
 and repurchase agreements     6,426,270           -             -            
Corporate bonds                    -         11,587,180          -
U.S. Treasury and
 Agency obligations                -         18,897,449          -     
 
                             $29,065,080    $32,538,798    $2,795,783
 

   At June 30, 1997, 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 June 30, 1997 were:

   Commercial loans           $365,744,112
   Lease financing              15,164,766
   Real estate loans
     Residential               371,085,871
     Commercial                  6,984,423

                              $758,979,172

   At June 30, 1997 and December 31, 1996 real estate loans held
for sale were $161.8 million and $184.3 million, respectively.  

3. Impaired Assets

   Loans that became impaired after January 1, 1996 totaled
$6,616,343 and $2,071,399 at June 30, 1997 and 1996, respectively.
The 1997 impaired loans are comprised of nonaccrual loans and a
restructured loan totaling $5,577,108 and $1,039,235, respectively.
The 1996 impaired loans are comprised of nonaccrual loans and a
restructured loan totaling $1,370,097 and $701,302, respectively.
A specific allowance of $1,594,418 and $245,000 has been set aside
for these loans at June 30, 1997 and 1996, respectively, as
management's best estimate of their fair value is less than the 
recorded investment in the loans. During 1997 and 1996, the
interest collected on the nonaccrual loans was applied to reduce
the outstanding principal. Interest earned on the restructured
loans totalled $143,522 and $26,856 during the first six months
ended June 30, 1997 and 1996, respectively.
   
   At June 30, 1997  there were no commitments to lend additional
funds to borrowers whose loans are non-performing.

   At June 30, 1997 and 1996, NCB had real estate acquired through
foreclosure  of $208,338 and $546,559, 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 six months ended June 30, 1997:

  Balance at January 1, 1997        $15,504,510
  Provision for loan losses           1,389,000
  Charge-offs                           (22,329)
  Recoveries of loans previously
   charged off                           11,519                                 
  Balance at June 30, 1997          $16,882,700

  The allowance for loan losses as a percentage of average loans
and lease financing at June 30, 1997 was 2.4%.

5. New Financial Accounting Standards

   In June, 1996, Statement of Financial Accounting Standards ("SFAS")
No. 125, "Accounting for Transfers and Servicing of Financial Assets and 
Extinguishments of Liabilities" was issued. SFAS No. 125 provides accounting 
and reporting standards for transfers and servicing of financial assets and 
extinguishments of liabilities, based on a financial-components approach 
that focuses on control. Under this approach, after a transfer of financial 
assets, financial and servicing assets are recognized if controlled or 
liabilities are recognized if incurred. Financial and servicing assets are 
removed from the statement of income when control has been surrendered and 
liabilities are removed when extinguished. SFAS NO. 125 was effective and 
adoptive on January 1, 1997 and was applied prospectively. The Corporation 
did not experience any material effect on its financial position from this 
implementation.

   In June, 1997, SFAS Nos. 130 was issued-"Reporting Comprehensive Income."
SFAS No. 130 requires that certain financial activity typically disclosed in 
members' equity be reported in the statements of income as an adjustment 
to net income in determining comprehensive income. The only item applicable 
to the Bank would include gain/loss on securities available for sale. Items 
indentified as comprehensive income should be reported also in the statements
of income and the statements of changes in members' equity, under separate 
captions. SFAS No. 130 is effective for the Corporation on January 1, 1998,
including the restatement of prior periods reported consistent with this 
pronouncement. The Corporation does not anticipate any material financial 
impact from the implementation of SFAS No. 130.
NATIONAL COOPERATIVE BANK
               MANAGEMENT DISCUSSION AND ANALYSIS
   FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996

SUMMARY

  NCB's net income for the six months ended June 30, 1997 was $5.4
million.  This was a 37.8% or $3.3 million decrease compared with
$8.6 million for the six months ended June 30, 1996.  The variance
resulted primarily from a decrease in non-interest income of $2.5
million and an increase in the provision for loan losses in the
amount of $739 thousand.  For the three month period, net income
declined to $1.7 million from $6.8 million due primarily to a
decline in non-interest income.

  Total assets were $858.0 million at June 30, 1997, representing
growth of $18.6 million or 2.2% from $839.3 million at December 31,
1996.  This growth resulted from increases in loan originations and
cash and cash equivalents.

  The return on average total assets was 1.29% for the first six
months of 1997 compared with 2.47% for the same period in 1996. 
The return on average equity for the first six months of 1997 and
1996 was 8.41% and 14.33%, respectively.

NET INTEREST INCOME

  Net interest income increased 5.5% or $651 thousand for the first
six months of 1997  compared with the same period a year ago.  As
shown on Table 2, the increase in net interest income related to
volume was $604 thousand while the increase related to changes in
interest rates was $47 thousand.

  For the three months ending June 30,1997, net interest income
increased 3.8% or $224 thousand from the same period in 1996. As
shown on Table 2A, there was a positive variance of $305 thousand
and a negative variance of $81 thousand related to yield and
volume, respectively.

  For the six months ended June 30,1997, interest income went up
$4.7 million to $33.1 million.  The average rate on  interest
earning assets decreased to 8.46% during the six months ended June
30, 1997 compared with 8.53% in the same period in 1996.  The
increase in interest income was mostly due to a higher average
balance of the interest earning assets for the time period.  As
shown on Table 2, interest income increased $5.1 million due to
increased volume but decreased $376 thousand due to a drop in
interest rates.   
 
  Interest income increased $2.5 million to $16.6 million for the
three months ended June 30, 1997 compared with $14.1 million for
the prior year.  The average rate on interest earning assets
increased to 8.54% during the three months ended June 30, 1997
compared with 8.52% in the same period in 1996.  As shown on Table
2A, interest income increased $2.5 million due to increased volume
but decreased $12 thousand due to the  decreasing rate environment.

  Interest expense increased $4.0 million to $20.7 million for the
six months ended June 30, 1997 compared with $16.7 million for the
same period in 1996.  The average rate on interest bearing
liabilities increased to 6.14% compared with 5.98%.  As shown on
Table 2, a $4.5 million increase in interest expense was volume
related while a $423 thousand decrease was due to declining
interest rates.

  For the three month period ended June 30, 1997, interest expense
increased $2.3 million to $10.5 million from $8.2 million a year
ago.  The average rate on interest bearing liabilities increased to
6.25% compared with 5.91% in the same period in 1996.  As shown on
Table 2A, an increase of $2.6 million in interest expense was
volume related which was partially offset by  $317 thousand due to
a decrease in rates.

NON-INTEREST INCOME

  Non-interest income for the six months ended June 30, 1997 of
$5.7 million decreased 30.8% or $2.6 million from $8.3 million for
the same period last year.  The majority of the decrease was caused
by a lesser amount of asset sales to the secondary market.  The
fees and gains on sale of blanket mortgages totalled $4.9 million
in the first half of 1996 compared with $1.7 million in the same
period in 1997.  This was partially offset by an increase of $646.8
thousand in servicing fees and other income.

  For the three month period ended June 30, non-interest income
declined by $4.5 million from $6.7 million at June 30,1996 to $2.2
million for the same period in the current year. The majority of
the decrease was related to gains on the higher volume of
real estate loans sold during the second quarter of 1996 compared
with same quarter this year.

NON-INTEREST EXPENSES

  Non-interest expenses for the six months ended June 30, 1997
increased 3.2%  to $10.7 million from $10.3 million for the six
months ended June 30, 1996. Compensation and benefits, the largest
component of non-interest expenses, increased 7.5% or $.4 million
due to a higher employee base at the start of 1997.  Occupancy and
equipment expenses increased 7.6% to $1.9 million compared with
$1.8 million of the prior year due to a positive adjustment to the
headquarter's rent in the first quarter of 1996.  Non-interest expense,
excluding the voluntary contribution to NCB Development
Corporation, as a percentage of average assets, decreased slightly
to 1.3% for the six months ended June 30, 1997 from 1.5% for the
six months ended June 30,1996.

  For the three months ended June 30, 1997, non-interest expenses
increased $306 thousand or 5.8% to $5.6 million from $5.3 million for
the same period in 1996.  The increase was primarily attibutable to
the timing of new hires and more comissions paid to loan officers due
to higher loan production which was partially offset by a decrease in 
contractual services.
Table 1
Rate Related Assets and Liabilities
(dollars in thousands)

                                 Six Months Ended June 30,
ASSETS                          1997                      1996           
                           Average  Income/  Yields/  Average  Income/ Yields/
                           Balance  Expense  Rates    Balance  Expense Rates

Interest earning assets
 Real estate loans        $346,845  $15,154  8.74%    $278,540 $12,764  9.16%
 Commercial loans
  and leases               370,954   15,734  8.48%     322,475  13,758  8.53%
 
 Total loans and leases    717,799   30,888  8.61%     601,015  26,522  8.83%

 Investment securities
  and cash equivalents      64,946    2,207  6.80%      64,926   1,884  5.81%

 Total interest earning
  assets                   782,745   33,095  8.46%     665,941  28,406  8.53%

Allowance for loan losses  (16,197)                    (14,784)

Non-interest earning assets

 Cash                        5,376                       2,914
 Other assets               55,831                      43,136
 Total non-interest          
  earning assets            61,207                      46,050

 Total assets             $827,755                    $697,207

LIABILITIES AND MEMBERS' EQUITY

Interest bearing liabilities
 Subordinated debt        $182,542    5,167  5.66%    $182,989   4,690  5.13%
 Notes payable             405,611   13,501  6.66%     291,875   9,920  6.80%
 Deposits                   85,307    2,017  4.73%      81,505   2,037  5.00%

 Total interest bearing
  liabilities              673,460   20,685  6.14%     556,369  16,647  5.98%

Other liabilities           26,999                      20,837
Members' equity            127,296                     120,001
 Total liabilities and
   members' equity        $827,755                    $697,207

Net interest earning 
  assets                  $109,285                    $109,572       
Net interest revenues and                                 
 spread                             $12,410  2.32%             $11,759  2.55%
Net yield on 
 interest earning assets                     3.17%                      3.53%
Table 1A
Rate Related Assets and Liabilities
(dollars in thousands)
                                  Three Months Ended June 30,
ASSETS                          1997                       1996           
                           Average  Income/  Yields/ Average  Income/  Yields/
                           Balance  Expense  Rates   Balance  Expense  Rates

Interest earning assets
 Real estate loans         $353,275 $ 7,364  8.34%   $274,686 $ 6,370  9.28%
 Commercial loans
   and leases               360,997   8,153  9.03%    321,921   6,823  8.48%

 Total loans and leases     714,272  15,517  8.69%    596,607  13,193  8.84%    
 Investment securities
 and cash equivalents        64,917   1,121  6.91%     66,190     925  5.60%

 Total interest earning
  assets                    779,189  16,638  8.54%    662,797  14,118  8.52%

Allowance for loan losses   (16,620)                  (14,880)

Non-interest earning assets
 
 Cash                         6,584                     3,760
 Other assets                53,934                    45,299       
 Total non-interest 
  earning assets             60,518                    49,059

 Total assets              $823,087                  $696,976

LIABILITIES AND MEMBERS' EQUITY

Interest bearing liabilities
 Subordinated debt         $182,542   2,619  5.74%   $182,977   2,275  4.97%
 Notes payable              402,500   6,886  6.84%    290,051   4,916  6.78%
 Deposits                    86,243     984  4.56%     81,935   1,002  4.89%

 Total interest bearing
  liabilities               671,285  10,489  6.25%    554,963   8,193  5.91%

Other liabilities            24,708                    21,023
Members' equity             127,094                   120,990
 Total liabilities and
   members' equity         $823,087                  $696,976

Net interest earning
 assets                    $107,904                  $107,834
Net interest revenues and                                 
 spread                             $ 6,149  2.29%            $ 5,925   2.61%
Net yield on 
 interest earning assets                     3.16%                      3.58%
Table 2
Change in Net Interest Income
(dollars in thousands)

For the six months ended June 30, 1997 compared to 1996        

                              Increase (decrease) due to changes
                              in:

                                   Average       Average
                                   Volume*       Yield        Net** 
Interest Income

Cash equivalents and 
 investment securities             $    2        $  321       $  323
Commercial loans and leases         2,057           (80)       1,977
Real estate loans                   3,007          (617)       2,390
 
 Total interest income              5,066          (376)       4,690

Interest Expense

Deposits                               93          (112)         (19)
Notes payable                       4,380          (799)       3,581
Subordinated debt                     (11)          488          477

 Total interest expense             4,462          (423)       4,039

Net interest income                $  604        $   47       $  651

*  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 2A
Change in Net Interest Income
(dollars in thousands)

For the three months ended June 30, 1997 compared to 1996

       
                              Increase (decrease) due to changes in:

                                Average   Average
                                Volume*   Yield        Net**  
Interest Income

Cash equivalents and 
 investment securities        $  (17)     $  213     $  196
Commercial loans and leases      862         468      1,330
Real estate loans              1,687        (693)       994
 
 Total interest income         2,532         (12)     2,520

Interest Expense

Deposits                          51         (69)       (18)
Notes payable                  2,568        (598)     1,970
Subordinated debt                 (6)        350        344

 Total interest expense        2,613        (317)     2,296

Net interest income           $  (81)     $  305     $  224

* 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
six months ended June 30, 1997 increased by $288 thousand compared
with the prior year's provision of $452 thousand.

CASH, CASH EQUIVALENTS AND INVESTMENT SECURITIES

 Cash, cash equivalents and investment securities at June 30, 1997
increased $14.0 million or 23.8% from $58.8 million at year-end
1996 due to margin requirements and loan principal paydowns received 
at the end of the month. As a percentage of interest earning assets, 
cash, cash equivalents and investment securities increased to 8.7%  
at June 30, 1997  from 7.3% at December 31, 1996.

ALLOWANCE FOR LOAN LOSSES

 The allowance for loan losses at June 30, 1997 increased 8.9% to
$16.9 million from $15.5 million at December 31, 1996.  The
allowance during the period was impacted by loans charged off, net
of recoveries of loans previously charged off, amounting to $10.8
thousand and the provision of $1.39 million. NCB's provision for
loan losses as a percentage of average loans and leases outstanding
increased to .4% at June 30, 1997 compared with .1% for the same period
in 1996.  The increase in the provision is the result of two factors:
1) growth in the real estate and commercial portfolio from the
prior year, and 2) management's assessment that additional
provisions should be recorded due to the current economic
environment.     

 The loan loss allowance as a percentage of average loans and
leases increased to 2.4% at June 30, 1997 from 2.1% at December 31,
1996.  Overall, credit quality remained strong and management
considers the current allowance to be adequate to absorb known and
inherent risks in the loan portfolio.

 As shown in Table 3,  total nonperforming assets (restructured
and non-accruing loans and real estate owned) increased  from $8.1
million at December 31, 1996 to $10.8 million at June 30, 1997. 
The increase was caused by two loans that went on non-accrual
during the first six months in 1997. Nonperforming assets as a 
percentage of loans and leases outstanding plus real estate owned 
were 1.4% at June 30, 1997 compared with 1.1% at year-end 1996.  
The allowance for loan losses as a percentage of nonperforming 
assets decreased to 156.1% at June 30,1997 from 190.8% at 
December 31, 1996.

TABLE 3
Nonperforming assets
(dollars in thousands)
  
                     June 30,   March 31,   Dec. 31,   Sept. 31,   June 30,
                      1997        1997       1996        1996       1996   

Real estate owned    $   208     $  377      $  377     $  518      $  547

Non-accruing           5,577      2,731       2,601      1,282       1,370

Restructured           5,028      5,098       5,147      4,115       4,145

Total                $10,813     $8,206      $8,125     $5,915      $6,062
INTEREST BEARING LIABILITIES

Interest bearing liabilities
(dollars in thousands)
                              
                     6/30/97        12/31/96      % Change
Deposits            $ 79,890        $ 88,620       (9.8%)
Short term debt      223,700         224,500        (.4%) 
Long term debt       222,747         202,137       10.2%
Subordinated debt    182,818         182,853        0.0%

 Total              $709,155        $698,110        1.6%

    Interest bearing liabilities increased  by 1.6% to $709.2 million
at June 30, 1997 from $698.1 million at December 31, 1996.

    For the first six months of 1997, deposits at NCB Saving Bank,
FSB dropped 9.8% to $79.9 million. The decrease was attributable to
scheduled maturities of certificate of deposits. Average maturity 
of these deposits is one year.

    At June 30, 1997, total short term and long term borrowings
(including the subordinated debt) increased 4.6% from year-end 1996.  
Proceeds from the borrowings were used to fund asset growth.  
NCB had approximately $223.7 million outstanding on its short 
term facilities.  Included in the short term borrowings is $3.7 
million from an affiliate and a cooperative customer.  Long term 
debt increased 10.2% from year-end 1996 due to the issuance of 
$40.0 million under the new medium-term note program which was 
partially offset by a paydown of $19.0 million in long-term notes. 
Unused capacities under the short term and long term facilities of
approximately $85.0 million and $90.0 million, respectively, are
sufficient to meet anticipated commitments during 1997.
Part II Other Information

Item 2. Changes in Securities

 (c)  During the period covered by this report, NCB sold three
shares of its Class C stock without registration under the
Securities Act of 1933 (the "1933 Act") in reliance on the
exemption from registration provided by section 4 (2) of the 1933
Act. The stock was sold for $100 a share in cash without any
underwriting discounts or commissions to cooperative organizations
eligible to obtain loans from NCB. The stock was not offered to the
general public; the purchasers had access to essentially the same
information that would be contained in a registration statement and
had the capability to evaluate the merits of such an investment.

Item 6. Exhibits and Reports on Form 8-k

 (a)  The following exhibits are filed as part of this report:

      Exhibit 10.5 - Third Amended and Restated Loan Agreement
                     with Fleet Bank as Agent
 
      Exhibit 10.8 - Master Shelf Agreement with Prudential
                     Insurance Co. of America et al(June 1997)
      
      Exhibit 27 - Financial Data Schedule

 (b)  On May 13, 1997, the registrant filed a report on Form 8-K 
      that reported a change in the Registrant's Certifying Accountant
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