FORM S-8


     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                BEVERLY NATIONAL CORPORATION
     (Exact name of registrant as specified in its charter)


      Massachusetts	                        04-1087364   
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)           Identification No.)


240 Cabot Street, Beverly, Massachusetts     01915
(Address of Principal Executive Offices)    (Zip Code)


                  Beverly National Corporation
         1987 Incentive Stock Option Plan for Key Employees,
                         as Adjusted


                  Beverly National Corporation
          1987 Directors' Plan, as Amended and Adjusted


                  Lawrence M. Smith, President
                  Beverly National Corporation
                        240 Cabot Street
                  Beverly, Massachusetts  01915
             (Name and address of agent for service)


                         (508) 922-2100
 (Telephone number, including area code, of agent for service)


                            Copy to:

                      David F. Hannon, Esq.
            Craig and Macauley Professional Corporation
                      Federal Reserve Plaza
                       600 Atlantic Avenue
                    Boston, Massachusetts 02210

                  Calculation of Registration Fee                              
----------------------------------------------------------------
                             Proposed   Proposed
Title of	                   maximum    maximum
securities                   offering   aggregate   Amount of
to be        Amount to be    price per  offering    registration
registered   registered      unit(1)    price       fee
-----------------------------------------------------------------
                                                                
Common Stock,
$2.50 par     46,500* shares  $14.00      $  651,000    $225
value

Common Stock,
$2.50 par    54,000** shares	 $11.90      $  642,600    $222
value
             
             --------------               ----------    ----
TOTALS       100,500 shares               $1,293,600    $447
             --------------               ----------    ----


 *  Pursuant to 1987 Incentive Stock Option Plan for Key
Employees.
**  Pursuant to 1987 Directors' Plan.
(1)	Pursuant to Rule 457(h), represents exercise prices of
outstanding options.

<PAGE>

                    TABLE OF CONTENTS


                                                      Page


I.  INFORMATION REQUIRED IN THE SECTION                         
    10(a)PROSPECTUS..................................... 1


    Item 1 - Plan Information........................... 1


    Item 2 - Registrant Information and Employee Annual         
             Information................................ 1


II. INFORMATION REQUIRED IN THE REGISTRATION                    
    STATEMENT........................................... 2


    Item 3 - Incorporation of Documents by Reference.... 2


    Item 4 - Description of securities.................. 2


    Item 5 - Interests of Named Experts and Counsel..... 5


    Item 6 - Indemnification of Directors and Officers.. 5


    Item 7 - Exemption from Registration Claimed........ 6


    Item 8 - Exhibits................................... 6


    Item 9 - Undertakings............................... 6


<PAGE>  1

                           PART I


      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS




Item 1.  Plan Information*




Item 2.  Registrant Information and Employee Annual Information*









*   Information required by Part I of Form S-8 to be contained
in a Section 10(a) Prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities Act
of 1933 (the "Securities Act") and the Note to Part I of Form
S-8.


<PAGE>  2

                           PART II


           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and
Exchange Commission by the Registrant are hereby incorporated by
reference in this Registration Statement and made a part thereof
as of their respective filing dates:

     1.  The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994.

     2.  The Registrant's Quarterly Reports on Form 10-QSB for
the fiscal quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995.

     3.  All other reports filed by the Registrant or the Plan
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 ("Exchange Act") since December 31, 1994.

     4.  All documents filed by the Corporation or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold.


Item 4.  Description of Securities.
         -------------------------

     The Corporation is authorized to issue up to 2,500,000
shares of Common Stock, $2.50 par value.  As of the date hereof,
there are 751,172 shares of Common Stock outstanding.  

Dividend Rights
---------------

     Holders of the Registrant's Common Stock are entitled to
receive such dividends as are declared by its Board of Directors
out of funds legally available therefor.

     The Corporation's ability to pay dividends to its
shareholders is dependent, among other things, on the
Corporation's financial performance and on the Bank's ability to
pay dividends to the Corporation.

Voting Rights - Non-Cumulative Voting
-------------------------------------

     Holders of shares of the Corporation's Common Stock are 

<PAGE>  3

entitled to one vote for each share of stock held by them.  The
shares of Common Stock of the Corporation do not have cumulative
voting rights.  This means that the holders of more than 50% of
the shares of Common Stock of the Corporation voting for the
election of Directors can elect 100% of the class of Directors
standing for election at any meeting if they choose to do so,
and in such event, the holders of the remaining shares voting
for the election of Directors will not be able to elect any
person or persons to the Board of Directors of the Corporation
at the meeting.

     Holders of the Corporation's Common Stock have preemptive
rights entitling them to participate in new issues of Common
Stock in proportion to their stockholding at the time of issue
under such terms as the Board of Directors may determine to be
fair and reasonable.  However, such rights are not available
where, among other things, the Corporation issues its Common
Stock (1) in consideration for services rendered, (2) to
discharge indebtedness, (3) as dividends, (4) in exchange for
other securities of the Corporation, (5) pursuant to any prior
or subsequent option or right granted by the Corporation, (6)
pursuant to the exercise, issuance or grant of any option to
purchase such shares to a Director or employee of the
Corporation, or (7) in consideration for any property other than
cash.

Liquidation Rights
------------------

     In the event of dissolution of the Corporation and the
liquidation thereof, the holders of Corporation Common Stock
will be entitled to receive pro rata any assets distributable to
shareholders in respect of shares held by them.

Election of Directors
---------------------

     Under both the Articles of Organization and the By-Laws of
the Corporation, the Board of Directors is divided into three
(3) approximately equal classes.  One-third of the Corporation's
Directors is elected each year at the Annual Meeting of
Shareholders.  Directors, in each case, serve until their
successors are duly elected and qualified or until their earlier
resignation, removal from office or death.

     The provision of the Corporation's Articles of Organization
which sets forth the division of the Board into three classes
may be amended only by the affirmative vote of at least 80% of
the shares of each class of the Corporation's stock outstanding
and entitled to vote.

<PAGE>  4

Extraordinary Corporate Transactions and Changes in Control
-----------------------------------------------------------

     Under the Corporation's Articles of Organization, neither
the Corporation nor any of its subsidiaries, including the Bank,
may be a party to any merger or consolidation, liquidation or
dissolution, sale of all, substantially all or a substantial
part of its assets, or any reclassification or recapitalization
of its stock unless one of the following conditions shall have
been met: (i) the transaction has been approved by at least 80%
of the total number of shares of stock of the Corporation
entitled to vote on the matter not owned by the entity other
than the Corporation which is a party to the transaction (the
"Receiving Entity"); (ii) the transaction has been approved by
at least 80% of the members of the Corporation's Board of
Directors not affiliated with the Receiving Entity or any
affiliate or subsidiary thereof (the "Unaffiliated Directors");
(iii) the transaction has been approved by the holders of at
least a majority of the shares of each class of stock of the
Corporation entitled to vote on the matter not owned by the
Receiving Entity, and the aggregate of the cash and fair market
value of all consideration to be paid to holders of the
Corporation's stock is equal to the amounts determined under a
formula set forth in the Corporation's Articles of Organization.

     Certain acquisitions of the Corporation's Common Stock are
subject to the provisions of Chapters 110D of the Massachusetts
General Laws ("Chapter 110D").  Under Chapter 110D, a vote of
shareholders will be necessary to determine whether shares of
Common Stock acquired in a "control share acquisition" will have
voting rights.  Subject to various exceptions set forth in
Chapter 110D, a control share acquisition generally means an
acquisition of Common Stock in which any person, including his
associates, acquires beneficial ownership of stock which, when
aggregated with all other stock of the Corporation owned by such
person, increases his voting power to one of the following
ranges of voting power:  (i) one fifth or more but less than one
third, (ii) one third or more less than a majority, or (iii) a
majority or more.  All shares acquired within ninety days before
or after a control share acquisition or pursuant to a plan to
make a control share acquisition are deemed to be part of the
control share acquisition.

     Under Chapter 110F, the Corporation may not engage in a
"business combination" with an "interested stockholder" for a
period of three years following the date that such stockholder
became an interested stockholder, unless (1) prior to such date
the Board of Directors approves either the business combination
or the transaction which results in the stockholder becoming an  

<PAGE>  5

interested stockholder, (2) upon consummation of the transaction
which results in the stockholder becoming an interested
stockholder, the interested stockholder owns at least 90% of the
voting stock of the Corporation, or (3) on or subsequent to the
date the stockholder becomes an interested stockholder, the
business combination is approved by the Board of Directors and
authorized by at least 2/3 of the outstanding voting stock of
the Corporation not owned by the interested stockholder.  The
term "interested stockholder" is generally defined to mean any
person other than the Corporation or a majority-owned subsidiary
who, together with associates and affiliates, is the owner of 5%
or more of the outstanding voting stock of the Corporation.  In
certain instances involving acquisitions by brokers or dealers,
banks, or other entities, the 5% threshold is increased to 15%. 
The term "business combination" includes any merger or
consolidation of the Corporation or any majority-owned
subsidiary of the Corporation with the interested stockholder;
any sale, lease, exchange, mortgage, pledge, transfer or other
disposition, except proportionately as a stockholder of the
corporation, to or with the interested stockholder, of assets of
the Corporation or a subsidiary having a market value equal to
10% or more of either the market value of the Corporation's
assets or the market value of the Corporation's outstanding
stock; and certain other transactions.

Item 5.  Interest of Named Experts and Counsel.
         -------------------------------------

     Not applicable.


Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     In general, Article V, Section 9 of the Corporation's
By-Laws provides for indemnification of each director, officer,
employee or agent of the Corporation, any former director,
officer, employee or agent of the Corporation and any person
who, at the request of the Corporation, is or shall have been a
director, officer, employee or agent of another organization or
is serving or shall have served in any capacity with respect to
any employee benefit plan, against all liabilities and expenses
reasonably incurred by such person in connection with, or
arising out of, any action, suit or proceeding in which such
person may be a party defendant or with which he may be
threatened or otherwise involved, directly or indirectly, by
reason of his being or having been a director, officer, employee
or agent of the Corporation or such other organization or by
reason of his having served with respect to such employee
benefit plan, except in relation to matters as to which such
person shall be finally adjudged (other than by consent) in such
action, suit or proceeding not to have acted in good faith and
in a manner he reasonably believed to be in or not opposed to
the best interests

<PAGE> 6

of the Corporation or the participants or beneficiaries of such
employee benefit plan, as the case may be, and, with respect to
any criminal action or proceeding, only to the extent that he
had no reasonable cause to believe his conduct was unlawful.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

     Not applicable.

Item 8.  Exhibits
         --------

     The Exhibits to this Registration Statement are listed in
the Exhibit Index on page 10 of this Registration Statement,
which Index is incorporated herein by reference.

     The Corporation will submit or has submitted the 1987
Incentive Stock Option Plan for Key Employees ("ISO Plan") and
any amendment thereto to the Internal Revenue Service ("IRS") in
a timely manner and has made or will make all changes required
by the IRS in order to qualify the ISO Plan.

Item 9.  Undertakings
         ------------

     A.  The undersigned Corporation hereby undertakes:

     (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement to:

          (i)   Include any prospectus required by Section      
                 10(a)(3) of the Securities Act of 1933;

          (ii)	 Reflect in the prospectus any facts or events   
                which, individually or together, represent a    
                fundamental change in the information in the    
                Registration Statement;

          (iii) Include any additional or changed material      
                information on the plan of distribution;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Corporation pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

     (2) For determining liability under the Securities Act of
1933, to treat each post-effective amendment as a new
Registration Statement of the securities offered, and the  

<PAGE>  7

offering of the securities at that time to be the initial bona
fide offering.

     (3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.

     B. The undersigned Corporation hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Corporation's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Corporation pursuant to
the foregoing provisions, or otherwise, the Corporation has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Corporation of expenses incurred
or paid by a director, officer, or controlling person of the
Corporation in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Corporation will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.

<PAGE>  8

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Corporation certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Beverly, Commonwealth of Massachusetts, on 
January 18, 1996.

                           BEVERLY NATIONAL CORPORATION


                           By:/s/ Lawrence M. Smith                             
                              -----------------------------
                              President

                     POWER OF ATTORNEY
                     -----------------

     We, the undersigned Directors and officers of Beverly
National Corporation, do hereby severally constitute and appoint
Lawrence M. Smith and Peter E. Simonsen, or either of them, our
true and lawful attorneys and agents, to do any and all acts and
things in our name and behalf in our capacities as Directors and
officers and to execute any and all instruments for us in our
name in the capacities indicated below, which said attorneys and
agents, or any of them, may deem necessary or advisable to
enable said Corporation to comply with the Securities Act of
1933, as amended, and any rules, regulations, and requirements
of the Securities and Exchange Commission, in connection with
this Registration Statement on Form S-8, including specifically
but without limitation, power and authority to sign for us or
any of us, in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) hereto;
and we do each hereby ratify and confirm all that said attorneys
and agents, or any one of them, shall do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

   Signature                 Title               Date
-----------------       -----------------     -----------

/s/ Lawrence M. Smith
---------------------    President and         January 18, 1996
    Lawrence M. Smith       Director


/s/ Peter E. Simonsen
---------------------    Vice President        January 18, 1996
    Peter E. Simonsen    (Principal Financial
                         and Accounting Officer)

<PAGE>9


/s/ Lawrence M. Smith
----------------------  Chairman of the Board  January 18, 1996
    Lawrence M. Smith   and Director


/s/ Richard H. Booth
----------------------  Director                January 18, 1996
    Richard H. Booth 


/s/ Neiland J. Douglas, Jr.
----------------------  Director                January 18, 1996
    Neiland J. Douglas, Jr.


/s/ John N. Fisher
----------------------  Director                January 18, 1996
    John N. Fisher   


/s/ John L. Good, III
----------------------  Director                January 19, 1996
    John L. Good, III


/s/ Alice B. Griffin
----------------------  Director                January 18, 1996
    Alice B. Griffin


/s/ Clark R. Smith
----------------------  Director                January 18, 1996
    Clark R. Smith 


/s/ Barry A. Sullivan
----------------------  Director                January 18, 1996
    Barry A. Sullivan


/s/ James D. Wiltshire
----------------------  Director                January 18, 1996
    James D. Wiltshire


6435O

<PAGE>  10

                           EXHIBIT INDEX

Number                        Exhibit
------                        -------

4(a)                 Beverly National Corporation
                     1987 Incentive Stock Option
                     Plan for Key Employees, as
                     Adjusted

4(b)                 Beverly National Corporation 
                     1987 Directors' Plan, as Amended
                     and Adjusted

5                    Opinion of Counsel
                     Re:  Legality

23(a)                Consent of Craig and Macauley
                     Professional Corporation
                     (contained in its Opinion filed
                     as Exhibit 5)

23(b)                Consent of Shatswell, MaCleod 
                     & Company, P.C.


24                   Power of Attorney (included on signature
                     page hereof) 



6487O:12
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22402}]
{"company-data": {"conformed-name": "BEVERLY NATIONAL CORP", "cik": "0000742275", "assigned-sic": "6021", "irs-number": "042832201", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-00347", "film-number": "96505866"}, "business-address": {"street1": "240 CABOT ST", "city": "BEVERLY", "state": "MA", "zip": "01915", "phone": "5089222100"}, "mail-address": {"street1": "240 CABOT ST", "city": "BEVERLY", "state": "MA", "zip": "01915"}}
FORM S-8

     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                BEVERLY NATIONAL CORPORATION
     (Exact name of registrant as specified in its charter)

      Massachusetts	                        04-1087364   
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)           Identification No.)

240 Cabot Street, Beverly, Massachusetts     01915
(Address of Principal Executive Offices)    (Zip Code)

                  Beverly National Corporation
         1987 Incentive Stock Option Plan for Key Employees,
                         as Adjusted

                  Beverly National Corporation
          1987 Directors' Plan, as Amended and Adjusted

                  Lawrence M. Smith, President
                  Beverly National Corporation
                        240 Cabot Street
                  Beverly, Massachusetts  01915
             (Name and address of agent for service)

                         (508) 922-2100
 (Telephone number, including area code, of agent for service)

                            Copy to:

                      David F. Hannon, Esq.
            Craig and Macauley Professional Corporation
                      Federal Reserve Plaza
                       600 Atlantic Avenue
                    Boston, Massachusetts 02210

                  Calculation of Registration Fee                              
----------------------------------------------------------------
                             Proposed   Proposed
Title of	                   maximum    maximum
securities                   offering   aggregate   Amount of
to be        Amount to be    price per  offering    registration
registered   registered      unit(1)    price       fee
-----------------------------------------------------------------
                                                                
Common Stock,
$2.50 par     46,500* shares  $14.00      $  651,000    $225
value

Common Stock,
$2.50 par    54,000** shares	 $11.90      $  642,600    $222
value
             
             --------------               ----------    ----
TOTALS       100,500 shares               $1,293,600    $447
             --------------               ----------    ----

 *  Pursuant to 1987 Incentive Stock Option Plan for Key
Employees.
**  Pursuant to 1987 Directors' Plan.
(1)	Pursuant to Rule 457(h), represents exercise prices of
outstanding options.
TABLE OF CONTENTS

                                                      Page

I.  INFORMATION REQUIRED IN THE SECTION                         
    10(a)PROSPECTUS..................................... 1

    Item 1 - Plan Information........................... 1

    Item 2 - Registrant Information and Employee Annual         
             Information................................ 1

II. INFORMATION REQUIRED IN THE REGISTRATION                    
    STATEMENT........................................... 2

    Item 3 - Incorporation of Documents by Reference.... 2

    Item 4 - Description of securities.................. 2

    Item 5 - Interests of Named Experts and Counsel..... 5

    Item 6 - Indemnification of Directors and Officers.. 5

    Item 7 - Exemption from Registration Claimed........ 6

    Item 8 - Exhibits................................... 6

    Item 9 - Undertakings............................... 6
1

                           PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information*

Item 2.  Registrant Information and Employee Annual Information*

*   Information required by Part I of Form S-8 to be contained
in a Section 10(a) Prospectus is omitted from the Registration
Statement in accordance with Rule 428 under the Securities Act
of 1933 (the "Securities Act") and the Note to Part I of Form
S-8.
2

                           PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Securities and
Exchange Commission by the Registrant are hereby incorporated by
reference in this Registration Statement and made a part thereof
as of their respective filing dates:

     1.  The Registrant's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1994.

     2.  The Registrant's Quarterly Reports on Form 10-QSB for
the fiscal quarters ended March 31, 1995, June 30, 1995 and
September 30, 1995.

     3.  All other reports filed by the Registrant or the Plan
pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 ("Exchange Act") since December 31, 1994.

     4.  All documents filed by the Corporation or the Plan
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold.

Item 4.  Description of Securities.
         -------------------------

     The Corporation is authorized to issue up to 2,500,000
shares of Common Stock, $2.50 par value.  As of the date hereof,
there are 751,172 shares of Common Stock outstanding.  

Dividend Rights
---------------

     Holders of the Registrant's Common Stock are entitled to
receive such dividends as are declared by its Board of Directors
out of funds legally available therefor.

     The Corporation's ability to pay dividends to its
shareholders is dependent, among other things, on the
Corporation's financial performance and on the Bank's ability to
pay dividends to the Corporation.

Voting Rights - Non-Cumulative Voting
-------------------------------------

     Holders of shares of the Corporation's Common Stock are
3

entitled to one vote for each share of stock held by them.  The
shares of Common Stock of the Corporation do not have cumulative
voting rights.  This means that the holders of more than 50% of
the shares of Common Stock of the Corporation voting for the
election of Directors can elect 100% of the class of Directors
standing for election at any meeting if they choose to do so,
and in such event, the holders of the remaining shares voting
for the election of Directors will not be able to elect any
person or persons to the Board of Directors of the Corporation
at the meeting.

     Holders of the Corporation's Common Stock have preemptive
rights entitling them to participate in new issues of Common
Stock in proportion to their stockholding at the time of issue
under such terms as the Board of Directors may determine to be
fair and reasonable.  However, such rights are not available
where, among other things, the Corporation issues its Common
Stock (1) in consideration for services rendered, (2) to
discharge indebtedness, (3) as dividends, (4) in exchange for
other securities of the Corporation, (5) pursuant to any prior
or subsequent option or right granted by the Corporation, (6)
pursuant to the exercise, issuance or grant of any option to
purchase such shares to a Director or employee of the
Corporation, or (7) in consideration for any property other than
cash.

Liquidation Rights
------------------

     In the event of dissolution of the Corporation and the
liquidation thereof, the holders of Corporation Common Stock
will be entitled to receive pro rata any assets distributable to
shareholders in respect of shares held by them.

Election of Directors
---------------------

     Under both the Articles of Organization and the By-Laws of
the Corporation, the Board of Directors is divided into three
(3) approximately equal classes.  One-third of the Corporation's
Directors is elected each year at the Annual Meeting of
Shareholders.  Directors, in each case, serve until their
successors are duly elected and qualified or until their earlier
resignation, removal from office or death.

     The provision of the Corporation's Articles of Organization
which sets forth the division of the Board into three classes
may be amended only by the affirmative vote of at least 80% of
the shares of each class of the Corporation's stock outstanding
and entitled to vote.
4

Extraordinary Corporate Transactions and Changes in Control
-----------------------------------------------------------

     Under the Corporation's Articles of Organization, neither
the Corporation nor any of its subsidiaries, including the Bank,
may be a party to any merger or consolidation, liquidation or
dissolution, sale of all, substantially all or a substantial
part of its assets, or any reclassification or recapitalization
of its stock unless one of the following conditions shall have
been met: (i) the transaction has been approved by at least 80%
of the total number of shares of stock of the Corporation
entitled to vote on the matter not owned by the entity other
than the Corporation which is a party to the transaction (the
"Receiving Entity"); (ii) the transaction has been approved by
at least 80% of the members of the Corporation's Board of
Directors not affiliated with the Receiving Entity or any
affiliate or subsidiary thereof (the "Unaffiliated Directors");
(iii) the transaction has been approved by the holders of at
least a majority of the shares of each class of stock of the
Corporation entitled to vote on the matter not owned by the
Receiving Entity, and the aggregate of the cash and fair market
value of all consideration to be paid to holders of the
Corporation's stock is equal to the amounts determined under a
formula set forth in the Corporation's Articles of Organization.

     Certain acquisitions of the Corporation's Common Stock are
subject to the provisions of Chapters 110D of the Massachusetts
General Laws ("Chapter 110D").  Under Chapter 110D, a vote of
shareholders will be necessary to determine whether shares of
Common Stock acquired in a "control share acquisition" will have
voting rights.  Subject to various exceptions set forth in
Chapter 110D, a control share acquisition generally means an
acquisition of Common Stock in which any person, including his
associates, acquires beneficial ownership of stock which, when
aggregated with all other stock of the Corporation owned by such
person, increases his voting power to one of the following
ranges of voting power:  (i) one fifth or more but less than one
third, (ii) one third or more less than a majority, or (iii) a
majority or more.  All shares acquired within ninety days before
or after a control share acquisition or pursuant to a plan to
make a control share acquisition are deemed to be part of the
control share acquisition.

     Under Chapter 110F, the Corporation may not engage in a
"business combination" with an "interested stockholder" for a
period of three years following the date that such stockholder
became an interested stockholder, unless (1) prior to such date
the Board of Directors approves either the business combination
or the transaction which results in the stockholder becoming an
5

interested stockholder, (2) upon consummation of the transaction
which results in the stockholder becoming an interested
stockholder, the interested stockholder owns at least 90% of the
voting stock of the Corporation, or (3) on or subsequent to the
date the stockholder becomes an interested stockholder, the
business combination is approved by the Board of Directors and
authorized by at least 2/3 of the outstanding voting stock of
the Corporation not owned by the interested stockholder.  The
term "interested stockholder" is generally defined to mean any
person other than the Corporation or a majority-owned subsidiary
who, together with associates and affiliates, is the owner of 5%
or more of the outstanding voting stock of the Corporation.  In
certain instances involving acquisitions by brokers or dealers,
banks, or other entities, the 5% threshold is increased to 15%. 
The term "business combination" includes any merger or
consolidation of the Corporation or any majority-owned
subsidiary of the Corporation with the interested stockholder;
any sale, lease, exchange, mortgage, pledge, transfer or other
disposition, except proportionately as a stockholder of the
corporation, to or with the interested stockholder, of assets of
the Corporation or a subsidiary having a market value equal to
10% or more of either the market value of the Corporation's
assets or the market value of the Corporation's outstanding
stock; and certain other transactions.

Item 5.  Interest of Named Experts and Counsel.
         -------------------------------------

     Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     In general, Article V, Section 9 of the Corporation's
By-Laws provides for indemnification of each director, officer,
employee or agent of the Corporation, any former director,
officer, employee or agent of the Corporation and any person
who, at the request of the Corporation, is or shall have been a
director, officer, employee or agent of another organization or
is serving or shall have served in any capacity with respect to
any employee benefit plan, against all liabilities and expenses
reasonably incurred by such person in connection with, or
arising out of, any action, suit or proceeding in which such
person may be a party defendant or with which he may be
threatened or otherwise involved, directly or indirectly, by
reason of his being or having been a director, officer, employee
or agent of the Corporation or such other organization or by
reason of his having served with respect to such employee
benefit plan, except in relation to matters as to which such
person shall be finally adjudged (other than by consent) in such
action, suit or proceeding not to have acted in good faith and
in a manner he reasonably believed to be in or not opposed to
the best interests
6

of the Corporation or the participants or beneficiaries of such
employee benefit plan, as the case may be, and, with respect to
any criminal action or proceeding, only to the extent that he
had no reasonable cause to believe his conduct was unlawful.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

     Not applicable.

Item 8.  Exhibits
         --------

     The Exhibits to this Registration Statement are listed in
the Exhibit Index on page 10 of this Registration Statement,
which Index is incorporated herein by reference.

     The Corporation will submit or has submitted the 1987
Incentive Stock Option Plan for Key Employees ("ISO Plan") and
any amendment thereto to the Internal Revenue Service ("IRS") in
a timely manner and has made or will make all changes required
by the IRS in order to qualify the ISO Plan.

Item 9.  Undertakings
         ------------

     A.  The undersigned Corporation hereby undertakes:

     (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement to:

          (i)   Include any prospectus required by Section      
                 10(a)(3) of the Securities Act of 1933;

          (ii)	 Reflect in the prospectus any facts or events   
                which, individually or together, represent a    
                fundamental change in the information in the    
                Registration Statement;

          (iii) Include any additional or changed material      
                information on the plan of distribution;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Corporation pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

     (2) For determining liability under the Securities Act of
1933, to treat each post-effective amendment as a new
Registration Statement of the securities offered, and the
7

offering of the securities at that time to be the initial bona
fide offering.

     (3) To file a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.

     B. The undersigned Corporation hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Corporation's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.

     C. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Corporation pursuant to
the foregoing provisions, or otherwise, the Corporation has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by the Corporation of expenses incurred
or paid by a director, officer, or controlling person of the
Corporation in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Corporation will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
8

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933,
the Corporation certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Beverly, Commonwealth of Massachusetts, on 
January 18, 1996.

                           BEVERLY NATIONAL CORPORATION

                           By:/s/ Lawrence M. Smith                             
                              -----------------------------
                              President

                     POWER OF ATTORNEY
                     -----------------

     We, the undersigned Directors and officers of Beverly
National Corporation, do hereby severally constitute and appoint
Lawrence M. Smith and Peter E. Simonsen, or either of them, our
true and lawful attorneys and agents, to do any and all acts and
things in our name and behalf in our capacities as Directors and
officers and to execute any and all instruments for us in our
name in the capacities indicated below, which said attorneys and
agents, or any of them, may deem necessary or advisable to
enable said Corporation to comply with the Securities Act of
1933, as amended, and any rules, regulations, and requirements
of the Securities and Exchange Commission, in connection with
this Registration Statement on Form S-8, including specifically
but without limitation, power and authority to sign for us or
any of us, in our names in the capacities indicated below, any
and all amendments (including post-effective amendments) hereto;
and we do each hereby ratify and confirm all that said attorneys
and agents, or any one of them, shall do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

   Signature                 Title               Date
-----------------       -----------------     -----------

/s/ Lawrence M. Smith
---------------------    President and         January 18, 1996
    Lawrence M. Smith       Director

/s/ Peter E. Simonsen
---------------------    Vice President        January 18, 1996
    Peter E. Simonsen    (Principal Financial
                         and Accounting Officer)
9

/s/ Lawrence M. Smith
----------------------  Chairman of the Board  January 18, 1996
    Lawrence M. Smith   and Director

/s/ Richard H. Booth
----------------------  Director                January 18, 1996
    Richard H. Booth 

/s/ Neiland J. Douglas, Jr.
----------------------  Director                January 18, 1996
    Neiland J. Douglas, Jr.

/s/ John N. Fisher
----------------------  Director                January 18, 1996
    John N. Fisher   

/s/ John L. Good, III
----------------------  Director                January 19, 1996
    John L. Good, III

/s/ Alice B. Griffin
----------------------  Director                January 18, 1996
    Alice B. Griffin

/s/ Clark R. Smith
----------------------  Director                January 18, 1996
    Clark R. Smith 

/s/ Barry A. Sullivan
----------------------  Director                January 18, 1996
    Barry A. Sullivan

/s/ James D. Wiltshire
----------------------  Director                January 18, 1996
    James D. Wiltshire

6435O
10

                           EXHIBIT INDEX

Number                        Exhibit
------                        -------

4(a)                 Beverly National Corporation
                     1987 Incentive Stock Option
                     Plan for Key Employees, as
                     Adjusted

4(b)                 Beverly National Corporation 
                     1987 Directors' Plan, as Amended
                     and Adjusted

5                    Opinion of Counsel
                     Re:  Legality

23(a)                Consent of Craig and Macauley
                     Professional Corporation
                     (contained in its Opinion filed
                     as Exhibit 5)

23(b)                Consent of Shatswell, MaCleod 
                     & Company, P.C.

24                   Power of Attorney (included on signature
                     page hereof) 

6487O:12