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

               1996 Incentive Stock Option Plan for Key Employees
                            (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)

                                (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, MA  02210

                         Calculation of Registration Fee

-------------------------------------------------------------------------------
  Title of       Amount to be  Proposed maximum  Proposed maximum    Amount of
securities to     registered    offering price       aggregate     registration
be registered                     per unit(1)     offering price        fee
-------------------------------------------------------------------------------
Common Stock,    35,900* Shares     $20.30          $  728,770        $ 220.84
$2.50 par value


*   Pursuant to 1996 Incentive Stock Option Plan for Key Employees
(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                 2

       Item 1 -  Plan Information                                          2

       Item 2 -  Registrant Information and Employee Annual Information    2

II.    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                  3

       Item 3 - Incorporation of Documents by Reference                    3

       Item 4 - Description of Securities                                  3

       Item 5 - Interests of Named Experts and Counsel                     6

       Item 6 - Indemnification of Directors and Officers                  6

       Item 7 - Exemption from Registration Claimed                        7

       Item 8 - Exhibits                                                   7

       Item 9 - Undertakings                                               7


                                       1
<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.


                                       2
<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, 1996.

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

     3.     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, 1996.

     4.     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
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 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 754,482 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.

                                       3                                       
<PAGE>
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.
 
                                       4
<PAGE>
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.

                                       5
<PAGE>
     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.

                                       6 
<PAGE>
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.

                                       7 
<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.


                                       8
<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 Town of Beverly, Commonwealth of Massachusetts, on
November 24, 1997.

                                              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
--------------------        --------------------------       -----------------

/s/Lawrence M. Smith        President, Chief Executive       November 25, 1997
--------------------        Officer and Director
Lawrence E. Smith           (Principal Executive Officer)

/s/Peter E. Simonsen        Treasurer (Principal             November 25, 1997
--------------------        Financial and Accounting
Peter E. Simonsen           Officer)

                                       9
<PAGE>
/s/Lawrence M. Smith        Chairman of the Board            November 25, 1997
--------------------        and Director
Lawrence M. Smith

/s/Richard M. Booth         Director                         November 25, 1997
-------------------
Richard H. Booth

/s/ Neiland J. Douglas,Jr.  Director                         November 25, 1997
--------------------------
Neiland J. Douglas, Jr.

/s/John N. Fisher           Director                         November 25, 1997
-----------------
John N. Fisher

/s/Mark B. Glovsky, Esq.    Director                         November 25, 1997
------------------------
Mark B. Glovsky, Esq.

/s/John L. Good, III        Director                         November 25, 1997
--------------------
John L. Good, III

/s/Alice B. Griffin         Director                         November 25, 1997
-------------------
Alice B. Griffin

/s/Clark R. Smith           Director                         November 25, 1997
-----------------
Clark R. Smith

/s/Barry A. Sullivan        Director                         November 25, 1997
--------------------
Barry A. Sullivan

/s/James D. Wiltshire       Director                         November 25, 1997
---------------------
James D. Wiltshire

                                       10
<PAGE>
                                 EXHIBIT INDEX
 
 
   Number                              Exhibit
   -------                             -------

      4          Beverly National Corporation 1996 Incentive Stock Option Plan
                 for Key Employees

      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)

                                        11
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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

               1996 Incentive Stock Option Plan for Key Employees
                            (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)

                                (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, MA  02210

                         Calculation of Registration Fee

-------------------------------------------------------------------------------
  Title of       Amount to be  Proposed maximum  Proposed maximum    Amount of
securities to     registered    offering price       aggregate     registration
be registered                     per unit(1)     offering price        fee
-------------------------------------------------------------------------------
Common Stock,    35,900* Shares     $20.30          $  728,770        $ 220.84
$2.50 par value

*   Pursuant to 1996 Incentive Stock Option Plan for Key Employees
(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                 2

       Item 1 -  Plan Information                                          2

       Item 2 -  Registrant Information and Employee Annual Information    2

II.    INFORMATION REQUIRED IN THE REGISTRATION STATEMENT                  3

       Item 3 - Incorporation of Documents by Reference                    3

       Item 4 - Description of Securities                                  3

       Item 5 - Interests of Named Experts and Counsel                     6

       Item 6 - Indemnification of Directors and Officers                  6

       Item 7 - Exemption from Registration Claimed                        7

       Item 8 - Exhibits                                                   7

       Item 9 - Undertakings                                               7

                                       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, 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, 1996.

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

     3.     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, 1996.

     4.     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
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 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 754,482 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.

                                       3
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.
 
                                       4
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.

                                       5
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.

                                       6
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.

                                       7
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.

                                       8
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 Town of Beverly, Commonwealth of Massachusetts, on
November 24, 1997.

                                              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
--------------------        --------------------------       -----------------

/s/Lawrence M. Smith        President, Chief Executive       November 25, 1997
--------------------        Officer and Director
Lawrence E. Smith           (Principal Executive Officer)

/s/Peter E. Simonsen        Treasurer (Principal             November 25, 1997
--------------------        Financial and Accounting
Peter E. Simonsen           Officer)

                                       9
/s/Lawrence M. Smith        Chairman of the Board            November 25, 1997
--------------------        and Director
Lawrence M. Smith

/s/Richard M. Booth         Director                         November 25, 1997
-------------------
Richard H. Booth

/s/ Neiland J. Douglas,Jr.  Director                         November 25, 1997
--------------------------
Neiland J. Douglas, Jr.

/s/John N. Fisher           Director                         November 25, 1997
-----------------
John N. Fisher

/s/Mark B. Glovsky, Esq.    Director                         November 25, 1997
------------------------
Mark B. Glovsky, Esq.

/s/John L. Good, III        Director                         November 25, 1997
--------------------
John L. Good, III

/s/Alice B. Griffin         Director                         November 25, 1997
-------------------
Alice B. Griffin

/s/Clark R. Smith           Director                         November 25, 1997
-----------------
Clark R. Smith

/s/Barry A. Sullivan        Director                         November 25, 1997
--------------------
Barry A. Sullivan

/s/James D. Wiltshire       Director                         November 25, 1997
---------------------
James D. Wiltshire

                                       10
EXHIBIT INDEX
 
 
   Number                              Exhibit
   -------                             -------

      4          Beverly National Corporation 1996 Incentive Stock Option Plan
                 for Key Employees

      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)

                                        11