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               (I.R.S. Employer
 of incorporation or organization)          Identification No.)

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


                  Beverly National Corporation
                      1998 Directors' Plan
                    (Full title of the plan)

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

                         (978) 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, MA  02210

                 Calculation of Registration Fee
------------------------------------------------------------------------
Title of        Amount to be     Proposed        Proposed   Amount of
securities       registered      maximum         maximum    registration
to be                            offering price  aggregate  fee
registered                       per unit (1)    offering
                                                 price
------------------------------------------------------------------------
Common             30,000*         $14.07       $422,100     $111.43
Stock, $2.50       shares
par value


*    Pursuant to 1998 Directors' Plan
(1)  Pursuant to Rule 457(h), represents the exercise price of
outstanding options
<PAGE>
                        TABLE OF CONTENTS

                                                            Page

I.   INFORMATION REQUIRED IN THE SECTION 10(a)PROSPECTUS      3
     Item 1 Plan Information                                  3
     Item 2 Registrant Information and Employee Annual
            Information                                       3

II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT       4
     Item 3 Incorporation of Documents by Reference           4
     Item 4 Description of Securities                         4
     Item 5 Interests of Named Experts and Counsel            6
     Item 6 Indemnification of Directors and Officers         7
     Item 7 Exemption from Registration Claimed               7
     Item 8 Exhibits                                          7
     Item 9 Undertakings                                      8
<PAGE>
                             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>


                             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,   Beverly   National
Corporation ("Company"),  are hereby incorporated by reference in
this  Registration Statement and made a part thereof as of  their
respective filing dates:

     1.    The  Company's Annual Report on Form  10-KSB  for  the
fiscal year ended December 31, 1999.

     2.    The Company's Quarterly Reports on Form 10-QSB for the
fiscal  quarters March 31, 1999, June 30, 1999 and September  30,
1999, March 31, 2000.

     23.   All  other reports filed by the Company  or  the  Plan
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 ("Exchange Act") since December 31, 1999.

     34.  All documents filed by the Company or the Plan pursuant
to  Sections  13(a),  13(c), 14 and 15(d)  of  the  Exchange  Act
subsequent  to the date of this ProspectusRegistration  Statement
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 Company is authorized to issue up to 2,500,000 shares of
Common Stock, $2.50 par value.  As of the date hereof, there  are
1,628,874 shares of Common Stock outstanding.

Dividend Rights

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

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

Voting Rights - Non-Cumulative Voting

     Holders of shares of the Company's Common Stock are entitled
to  one vote for each share of stock held by them.  The shares of
Common Stock of the Company do not have cumulative voting rights.
This  means  that the holders of more than 50% of the  shares  of
Common  Stock of the Company 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 Company at the meeting.
<PAGE>
Preemptive Rights

     Holders of the Company'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  Company  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  Company,  (5)  pursuant  to  any  prior   or
subsequent  option or right granted by the Company, (6)  pursuant
to the exercise, issuance or grant of any option to purchase such
shares  to  a  Director  or  employee  of  the  Company,  (7)  in
consideration for any property other than cash, or  (8)  pursuant
to amendment of the Company's Articles of Organization.

Liquidation Rights

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

Election of Directors

     Under  both the Articles of Organization and the By-Laws  of
the  Company,  the Board of Directors is divided into  three  (3)
approximately   equal  classes.   One-third  of   the   Company'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 Company'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 Company's stock  outstanding  and
entitled to vote.

Extraordinary Corporate Transactions and Changes in Control

     Under  the  Company's Articles of Organization, neither  the
Company 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 Company entitled to vote on  the
matter not owned by the entity, other than the Company, 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   Company'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 Company 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 Company's stock is equal to the amounts determined under a
formula set forth in the Company's Articles of Organization.
<PAGE>
     Certain  acquisitions  of  the Company'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 Company  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  Company  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
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 Company, 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  Company
not  owned  by the interested stockholder.  The term  "interested
stockholder" is generally defined to mean any person  other  than
the  Company  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 Company.  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  Company or any majority-owned subsidiary of the Company 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 Company or a subsidiary  having  a
market  value equal to 10% or more of either the market value  of
the  Company's  assets  or  the market  value  of  the  Company's
outstanding stock; and certain other transactions.

Item 5.Interest of Named Experts and Counsel.

     Not applicable.
<PAGE>
Item 6.Indemnification of Directors and Officers.

     In  general,  Article V, Section 9 of the Company's  By-Laws
provides  for indemnification of each director, officer, employee
or  agent  of the Company, any former director, officer, employee
or agent of the Company and any person who, at the request of the
Company,  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  Company  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 of the Company 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.
<PAGE>
Item 9.Undertakings

     A.   The undersigned Company 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 Company 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
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 Company hereby undertakes  that,  for
purposes of determining any liability under the Securities Act of
1933,  each  filing  of the Company'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.
<PAGE>
     C.    Insofar  as  indemnification for  liabilities  arising
under  the  Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Company pursuant  to  the
foregoing provisions, or otherwise, the Company 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  Company  of expenses  incurred  or  paid  by  a
director,  officer, or controlling person of the Company  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 Company 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>
                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  Company 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          July  18,
2000.

                                 BEVERLY NATIONAL CORPORATION

                                 By:/s/ Lawrence M. Smith
                                    -------------------
                                    President and Chief
                                     Executive Officer
<PAGE>
                        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  Company  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

                            President, Chief
/s/ Lawrence M. Smith       Executive Officer and   July 18,2000
Lawrence M. Smith           Director
                            (Principal Executive
                            Officer)


/s/ Peter E. Simonsen       Treasurer (Principal    July 18,2000
Peter E. Simonsen           Financial and
                            Accounting Officer)


/s/ Lawrence M. Smith       Chairman of the Board   July 18,2000
Lawrence M. Smith           and Director

<PAGE>
/s/ Richard H. Booth        Director                July 18,2000
Richard H. Booth


                            Director                July 18,2000
Neiland J. Douglas, Jr.


/s/ John N. Fisher          Director                July 18,2000
John N. Fisher


/s/ Mark B. Glovsky, Esq.   Director                July 18,2000
Mark B. Glovsky, Esq.


/s/ John L. Good, III       Director                July 18,2000
John L. Good, III


/s/ Alice B. Griffin        Director                July 18,2000
Alice B. Griffin


/s/ Clark R. Smith          Director                July 18,2000
Clark R. Smith


/s/ Robert W. Luscinski     Director                July 18,2000
Robert W. Luscinski


/s/ James D. Wiltshire      Director                July 18,2000
James D. Wiltshire
<PAGE>
                            EXHIBIT INDEX


Number              Exhibit

4                   Beverly National Corporation 1998 Directors'
                    Plan

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)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "secsgml_size_bytes": 21266}]
{"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": "333-41744", "film-number": "675354"}, "business-address": {"street1": "240 CABOT ST", "city": "BEVERLY", "state": "MA", "zip": "01915", "phone": "9789222100"}, "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               (I.R.S. Employer
 of incorporation or organization)          Identification No.)

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

                  Beverly National Corporation
                      1998 Directors' Plan
                    (Full title of the plan)

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

                         (978) 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, MA  02210

                 Calculation of Registration Fee
------------------------------------------------------------------------
Title of        Amount to be     Proposed        Proposed   Amount of
securities       registered      maximum         maximum    registration
to be                            offering price  aggregate  fee
registered                       per unit (1)    offering
                                                 price
------------------------------------------------------------------------
Common             30,000*         $14.07       $422,100     $111.43
Stock, $2.50       shares
par value

*    Pursuant to 1998 Directors' Plan
(1)  Pursuant to Rule 457(h), represents the exercise price of
outstanding options
TABLE OF CONTENTS

                                                            Page

I.   INFORMATION REQUIRED IN THE SECTION 10(a)PROSPECTUS      3
     Item 1 Plan Information                                  3
     Item 2 Registrant Information and Employee Annual
            Information                                       3

II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT       4
     Item 3 Incorporation of Documents by Reference           4
     Item 4 Description of Securities                         4
     Item 5 Interests of Named Experts and Counsel            6
     Item 6 Indemnification of Directors and Officers         7
     Item 7 Exemption from Registration Claimed               7
     Item 8 Exhibits                                          7
     Item 9 Undertakings                                      8
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.
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,   Beverly   National
Corporation ("Company"),  are hereby incorporated by reference in
this  Registration Statement and made a part thereof as of  their
respective filing dates:

     1.    The  Company's Annual Report on Form  10-KSB  for  the
fiscal year ended December 31, 1999.

     2.    The Company's Quarterly Reports on Form 10-QSB for the
fiscal  quarters March 31, 1999, June 30, 1999 and September  30,
1999, March 31, 2000.

     23.   All  other reports filed by the Company  or  the  Plan
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 ("Exchange Act") since December 31, 1999.

     34.  All documents filed by the Company or the Plan pursuant
to  Sections  13(a),  13(c), 14 and 15(d)  of  the  Exchange  Act
subsequent  to the date of this ProspectusRegistration  Statement
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 Company is authorized to issue up to 2,500,000 shares of
Common Stock, $2.50 par value.  As of the date hereof, there  are
1,628,874 shares of Common Stock outstanding.

Dividend Rights

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

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

Voting Rights - Non-Cumulative Voting

     Holders of shares of the Company's Common Stock are entitled
to  one vote for each share of stock held by them.  The shares of
Common Stock of the Company do not have cumulative voting rights.
This  means  that the holders of more than 50% of the  shares  of
Common  Stock of the Company 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 Company at the meeting.
Preemptive Rights

     Holders of the Company'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  Company  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  Company,  (5)  pursuant  to  any  prior   or
subsequent  option or right granted by the Company, (6)  pursuant
to the exercise, issuance or grant of any option to purchase such
shares  to  a  Director  or  employee  of  the  Company,  (7)  in
consideration for any property other than cash, or  (8)  pursuant
to amendment of the Company's Articles of Organization.

Liquidation Rights

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

Election of Directors

     Under  both the Articles of Organization and the By-Laws  of
the  Company,  the Board of Directors is divided into  three  (3)
approximately   equal  classes.   One-third  of   the   Company'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 Company'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 Company's stock  outstanding  and
entitled to vote.

Extraordinary Corporate Transactions and Changes in Control

     Under  the  Company's Articles of Organization, neither  the
Company 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 Company entitled to vote on  the
matter not owned by the entity, other than the Company, 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   Company'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 Company 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 Company's stock is equal to the amounts determined under a
formula set forth in the Company's Articles of Organization.
Certain  acquisitions  of  the Company'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 Company  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  Company  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
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 Company, 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  Company
not  owned  by the interested stockholder.  The term  "interested
stockholder" is generally defined to mean any person  other  than
the  Company  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 Company.  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  Company or any majority-owned subsidiary of the Company 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 Company or a subsidiary  having  a
market  value equal to 10% or more of either the market value  of
the  Company's  assets  or  the market  value  of  the  Company'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 Company's  By-Laws
provides  for indemnification of each director, officer, employee
or  agent  of the Company, any former director, officer, employee
or agent of the Company and any person who, at the request of the
Company,  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  Company  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 of the Company 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.
Item 9.Undertakings

     A.   The undersigned Company 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 Company 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
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 Company hereby undertakes  that,  for
purposes of determining any liability under the Securities Act of
1933,  each  filing  of the Company'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 Company pursuant  to  the
foregoing provisions, or otherwise, the Company 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  Company  of expenses  incurred  or  paid  by  a
director,  officer, or controlling person of the Company  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 Company 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.
SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  Company 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          July  18,
2000.

                                 BEVERLY NATIONAL CORPORATION

                                 By:/s/ Lawrence M. Smith
                                    -------------------
                                    President and Chief
                                     Executive Officer
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  Company  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

                            President, Chief
/s/ Lawrence M. Smith       Executive Officer and   July 18,2000
Lawrence M. Smith           Director
                            (Principal Executive
                            Officer)

/s/ Peter E. Simonsen       Treasurer (Principal    July 18,2000
Peter E. Simonsen           Financial and
                            Accounting Officer)

/s/ Lawrence M. Smith       Chairman of the Board   July 18,2000
Lawrence M. Smith           and Director
/s/ Richard H. Booth        Director                July 18,2000
Richard H. Booth

                            Director                July 18,2000
Neiland J. Douglas, Jr.

/s/ John N. Fisher          Director                July 18,2000
John N. Fisher

/s/ Mark B. Glovsky, Esq.   Director                July 18,2000
Mark B. Glovsky, Esq.

/s/ John L. Good, III       Director                July 18,2000
John L. Good, III

/s/ Alice B. Griffin        Director                July 18,2000
Alice B. Griffin

/s/ Clark R. Smith          Director                July 18,2000
Clark R. Smith

/s/ Robert W. Luscinski     Director                July 18,2000
Robert W. Luscinski

/s/ James D. Wiltshire      Director                July 18,2000
James D. Wiltshire
EXHIBIT INDEX

Number              Exhibit

4                   Beverly National Corporation 1998 Directors'
                    Plan

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)