<PAGE>   

As filed with the Securities and Exchange Commission on September 24, 1997
                                               Registration No. 333-______

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
 
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
 
                           EVERGREEN BANCORP, INC.
           (Exact name of registrant as specified in its charter)

         Delaware                                   36-3114735          
(State or other jurisdiction                     (I.R.S. Employer
     of incorporation)                        Identification Number)


                              237 Glen Street
                        Glens Falls, New York  12801
                              (518) 792-1151
                  (Address of principal executive offices)

                          EVERGREEN BANCORP, INC.
                 AMENDED AND RESTATED 1995 STOCK OPTION PLAN
                         (Full title of the plan)
 

                             Paul A. Cardinal
                         Executive Vice President
                          Evergreen Bancorp, Inc.
                             237 Glen Street
                        Glens Falls, New York  12801
                  (Name and address of agent for service)

                             (518) 792-1151
        (Telephone number, including area code, of agent for service) 


<TABLE>
                     CALCULATION OF REGISTRATION FEE

<CAPTION>
<S>                           <C>                <C>                      <C>                      <C> 
                                                 Proposed Maximum         Proposed Maximum
Title of                      Amount to be       Offering Price           Aggregate Offering       Amount of
Securities to be Registered   Registered         Per Share                Price                    Registration Fee

Common Stock, par value       900,000            $19.125<F2>              $17,212,500<F3>          $5,216<F3>
$3.33-1/3 per share           shares<F1>
     
<FN>
<F1> Represents the maximum number of shares as to which options
may be granted under the Evergreen Bancorp, Inc. Amended and Restated
1995 Stock Incentive Plan.

<F2> Estimated solely for purposes of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act of 1933 based
upon the average of the bid and asked price reported on the National
Association of Securities Dealers, Inc. Automated Quotation System
on September 18, 1997.

<F3> Calculated pursuant to Rule 457(h)(1) under the Securities
Act of 1933.

</TABLE>
     
                                  <PAGE>

                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required to be filed with the Securities and Exchange Commission
(the "Commission") pursuant to Note to Form S-8 adopted under the
Securities Act of 1933, as amended (the "Securities Act").

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This Registration Statement relates to shares of common stock, par
value $3.33-1/3 per share (the "Common Stock"), of Evergreen Bancorp,
Inc. (the "Company" or the "Registrant") issuable upon the exercise
of options granted from time to time pursuant to the Evergreen Bancorp,
Inc. Amended and Restated 1995 Stock Incentive Plan (the "Plan") to
eligible employees of the Company or its subsidiaries. Upon effectiveness
of this Registration Statement, an aggregate of up to 900,000 shares
of Common Stock will be issuable upon the exercise of options granted
or the issuance of conditional shares pursuant to the Plan, subject
to adjustment in the case of stock dividends or changes in the Common
Stock.

ITEM 3.     Incorporation Of Documents By Reference.

As required by the Commission, the Company hereby incorporates by
reference into this Registration Statement the following documents:

(a)     The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed with the Commission pursuant to the
requirements of Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");

(b)     All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by such Annual Report and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all
securities have been sold or which deregisters all securities then
remaining unsold; and

(c)     The description of the Company's Common Stock that is contained
in the registration statement filed by the Company to register such
securities under Section 12 of the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

All other reports and other documents subsequently filed by the Company
pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities have been sold or which
deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such reports or documents.

Any statement contained herein or in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which is also or
is deemed to be incorporated by reference herein shall be so modified
or superseded and, except as so modified or superseded, shall not
be deemed to constitute a part of this Registration Statement.

                                   -2-

                                  <PAGE>

ITEM 4.     Description Of Securities.

The class of securities offered is registered under Section 12 of
the Exchange Act.

ITEM 5.     Interests Of Named Experts And Counsel.

Certain legal matters in connection with this Registration Statement
are being passed upon by Paul A. Cardinal, Esq., 237 Glen Street,
Glens Falls, New York 12801.  Mr. Cardinal, Executive Vice President
of the Company, owns 2,918 shares of the Company's Common Stock and
has options to acquire an additional 16,000 shares of Common Stock.
          
ITEM 6.     Indemnification Of Directors And Officers.

     Section 145 of the Delaware Corporation Law (the "DCL") provides for
indemnification of officers and directors in terms sufficiently broad
to indemnify the officers and directors of the Company under certain
circumstances from liabilities (including reimbursement of expenses
incurred) arising under the Securities Act of 1933, as amended (the
"Act").  Section 102(b)(7) of the DCL permits a corporation to provide
in its certificate of incorporation that a director of the corporation
shall not be liable in their fiduciary capacity as a director, except
for liability (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which intentional misconduct or a knowing violation
of law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases, or (iv) for any transaction from
which the director derived an improper personal benefit.  As permitted
by the DCL, the Company's Certificate of Incorporation (the "Charter")
provides that, to the fullest extent permitted by the DCL or decisional
law, no director shall be personally liable to the Company or to its
stockholders for monetary damages for breach of his fiduciary duty
as a director.  The effect of this provision in the Charter is to
eliminate the rights of the Company and its stockholders (through
stockholders' derivative suits on behalf of the Company) to recover
monetary damages against a director for breach of fiduciary duty,
except in the situations described in clauses (i) through (iv), inclusive,
above.  These provisions will not alter the liability of directors
under federal securities laws.  The Company's By-Laws (the "By-Laws")
provide that the Company shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending
or completed action, sit or proceeding, whether civil or criminal,
administrative or investigative by reason of the fact that he is or
was a director, officer, employee or agent of the Company or is or
was serving at the request of the Company as a director, officer,
employee or agent of any other corporation or enterprise (including
an employee benefit plan), against all expenses, liabilities and losses
(including attorneys' fees, judgments, fines, ERISA excise taxes and
penalties, and amounts paid or to be paid in settlement, and any interest,
assessments, or other charges imposed thereof, and any taxes imposed
on such person as a result of such payments) reasonably incurred or
suffered by such person in connection with investigating, defending,
being a witness in, or participating in (including an appeal), or
preparing for any of the foregoing in any such action, suit or proceeding,
to the fullest extent authorized by the DCL, provided that the Company
shall indemnify such person in connection , suit or proceeding initiated
by such person only if authorized by the Board of Directors of the
Company or brought to enforce certain indemnification rights.  The
By-Laws also provide that expenses incurred by an officer or director
of the Company, provided that if required by the DCL such expenses
shall be advanced only upon delivery to the Company of an undertaking
by or on behalf of such officer or director to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified
by the Company.  Expenses incurred by other agents of the Company
may be advance upon such terms and conditions as the Board of Directors
of the Company deems appropriate.  Any obligation to reimburse the
Company for expenses advanced under such provisions shall be unsecured
and no interest shall be charged thereon. 

                                   -3-

                                  <PAGE>

     The By-Laws also provide that indemnification provided for in the
By-Laws shall not be deemed to be exclusive of any other rights to
which the indemnified party may be entitled; that any right of
indemnification or protection provided under the By-Laws shall
not be adversely affected by any amendment, repeal or modification of
the By-Laws; and that the Company may purchase and maintain insurance
to protect itself and any such person against any such expenses,
liabilities or losses under the DCL or the By-Laws. In addition to
the above, the Company currently provides indemnity insurance pursuant
to which officers and directors are indemnified or insured against
liabilities or losses under certain circumstances, which may include
liability or related loss under the Securities Act and the Exchange Act.
 
ITEM 7.     Exemption From Registration Claimed.

            Not applicable.

ITEM 8.     Exhibits.

            The following exhibits are filed as a part of this Registration
Statement:

          3.1     Certificate of Incorporation and amendments thereto.

          3.2     Amended and Restated By-Laws (incorporated
                  herein by reference to the Registrant's Annual Report
                  on Form 10-K for the fiscal year ended December 31, 1995)
                  (File No. 0-10275).

          4.1     Evergreen Bancorp, Inc. Amended and Restated
                  1995 Stock Incentive Plan.

          5.1     Opinion of Paul A. Cardinal, Esq. regarding
                  legality of securities being registered.

          23.1    Consent of KPMG Peat Marwick LLP, Independent
                  Public Accountants.  

          23.2    Consent of Paul A. Cardinal, Esq. -- contained
                  in the opinion filed as Exhibit 5.1.

          24.1    Power of Attorney - see signature page.

ITEM 9.     Undertakings.

    (1)     The undersigned Registrant hereby undertakes to file, during
any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration
Statement to the extent that such information required to be included
by clauses (i) or (ii) is not 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 into this Registration
Statement; and (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii)
do not apply if the information required to be included by those paragraphs
is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this registration statement.

                                   -4-

                                  <PAGE>

    (b)     That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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)     To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

    (2)     The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act 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.

    (3)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant 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 registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
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 registrant 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 governed by the final adjudication of such issue.

            [Balance of this page is intentionally left blank]

                                   -5-

                                  <PAGE>

                                SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 State of New York on
September 24, 1997.

                                      EVERGREEN BANCORP, INC.

                                 By:  /s/George W. Dougan
                                      George W. Dougan,
                                      Chairman of the Board, President
                                      and Chief Executive Officer

                            POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints George W. Dougan and
Paul A. Cardinal, and each of them acting individually, as his
attorney-in-fact, each with full power of substitution, for him in any and
all capacities, to sign any and all amendments and post-effective amendments
to this Registration Statement, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, and is hereby ratifying and confirming our signatures
as they may be signed by our said attorney to any and all amendments
and post-effective amendments to said Registration Statement.

    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.

<TABLE>

<CAPTION>
<S>                        <C>                                <C>
Signature                  Title                              Date


/s/George W. Dougan        Chairman of the Board,             September 24, 1997
George W. Dougan           President, Chief Executive 
                           Officer and Director
                           (Principal Executive Officer)


/s/George L. Fredette      Senior Vice President - Finance    September 24, 1997
George L. Fredette         and Chief Financial Officer
                           (Principal Financial and
                           Accounting Officer)

/s/John W. Bishop          Director                           September 24, 1997
John W. Bishop

/s/Carl R. DeSantis, Sr.   Director                           September 24, 1997
Carl R. DeSantis, Sr.

/s/Robert F. Flacke        Director                           September 24, 1997
Robert F. Flacke

                                   -6-

                                  <PAGE>

/s/Michael D. Ginsburg     Director                           September 24, 1997
Michael D. Ginsburg

/s/Joan M. Mannix          Director                           September 24, 1997
Joan M. Mannix

/s/Anthony J. Mashuta      Director                           September 24, 1997
Anthony J. Mashuta

/s/Phillip H. Morse        Director                           September 24, 1997
Phillip H. Morse

/s/William E. Philion      Director                           September 24, 1997
William E. Philion

/s/Alan R. Rhodes          Director                           September 24, 1997
Alan R. Rhodes

/s/Floyd H. Rourke         Director                           September 24, 1997
Floyd H. Rourke

/s/Paul W. Tomlinson       Director                           September 24, 1997
Paul W. Tomlinson

/s/Walter Urda             Director                           September 24, 1997
Walter Urda
 
</TABLE>  

                                   -7-

                                  <PAGE>

<TABLE>
                            INDEX TO EXHIBITS
<CAPTION>
<S>                                                                       <C>
Exhibit                                                                   Page

3.1     Certificate of Incorporation and amendments thereto.

3.2     Amended and Restated By-Laws of the Registrant (incorporated
        herein by reference to Exhibit 3.1 to the Registrant's Annual
        Report on Form 10-K for the fiscal year ended December 31, 1995.
        (File 0-10275)).

4.1     Evergreen Bancorp, Inc. Amended and Restated 1995 Stock Incentive
        Plan.

5.1     Opinion of Paul A. Cardinal, Esq. regarding legality of
        securities being registered.

23.1    Consent of KPMG Peat Marwick LLP, Independent Public Accountants.

23.2    Consent of Paul A. Cardinal, Esq. - contained in the
        opinion filed as Exhibit 5.1.

24.1    Power of Attorney - see signature page.

</TABLE>
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As filed with the Securities and Exchange Commission on September 24, 1997
                                               Registration No. 333-______

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
 
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933
 
                           EVERGREEN BANCORP, INC.
           (Exact name of registrant as specified in its charter)

         Delaware                                   36-3114735          
(State or other jurisdiction                     (I.R.S. Employer
     of incorporation)                        Identification Number)

                              237 Glen Street
                        Glens Falls, New York  12801
                              (518) 792-1151
                  (Address of principal executive offices)

                          EVERGREEN BANCORP, INC.
                 AMENDED AND RESTATED 1995 STOCK OPTION PLAN
                         (Full title of the plan)
 

                             Paul A. Cardinal
                         Executive Vice President
                          Evergreen Bancorp, Inc.
                             237 Glen Street
                        Glens Falls, New York  12801
                  (Name and address of agent for service)

                             (518) 792-1151
        (Telephone number, including area code, of agent for service) 

                     CALCULATION OF REGISTRATION FEE
Proposed Maximum         Proposed Maximum
Title of                      Amount to be       Offering Price           Aggregate Offering       Amount of
Securities to be Registered   Registered         Per Share                Price                    Registration Fee

Common Stock, par value       900,000            $19.125
$17,212,500
$5,216
$3.33-1/3 per share           shares
Represents the maximum number of shares as to which options
may be granted under the Evergreen Bancorp, Inc. Amended and Restated
1995 Stock Incentive Plan.
Estimated solely for purposes of calculating the registration
fee pursuant to Rule 457(c) under the Securities Act of 1933 based
upon the average of the bid and asked price reported on the National
Association of Securities Dealers, Inc. Automated Quotation System
on September 18, 1997.
Calculated pursuant to Rule 457(h)(1) under the Securities
Act of 1933.
PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Not required to be filed with the Securities and Exchange Commission
(the "Commission") pursuant to Note to Form S-8 adopted under the
Securities Act of 1933, as amended (the "Securities Act").

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

This Registration Statement relates to shares of common stock, par
value $3.33-1/3 per share (the "Common Stock"), of Evergreen Bancorp,
Inc. (the "Company" or the "Registrant") issuable upon the exercise
of options granted from time to time pursuant to the Evergreen Bancorp,
Inc. Amended and Restated 1995 Stock Incentive Plan (the "Plan") to
eligible employees of the Company or its subsidiaries. Upon effectiveness
of this Registration Statement, an aggregate of up to 900,000 shares
of Common Stock will be issuable upon the exercise of options granted
or the issuance of conditional shares pursuant to the Plan, subject
to adjustment in the case of stock dividends or changes in the Common
Stock.

ITEM 3.     Incorporation Of Documents By Reference.

As required by the Commission, the Company hereby incorporates by
reference into this Registration Statement the following documents:

(a)     The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed with the Commission pursuant to the
requirements of Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act");

(b)     All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year
covered by such Annual Report and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all
securities have been sold or which deregisters all securities then
remaining unsold; and

(c)     The description of the Company's Common Stock that is contained
in the registration statement filed by the Company to register such
securities under Section 12 of the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

All other reports and other documents subsequently filed by the Company
pursuant to Section 13(a) and (c), 14 or 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all securities have been sold or which
deregisters all securities then remaining unsold shall be deemed to
be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such reports or documents.

Any statement contained herein or in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which is also or
is deemed to be incorporated by reference herein shall be so modified
or superseded and, except as so modified or superseded, shall not
be deemed to constitute a part of this Registration Statement.

                                   -2-
ITEM 4.     Description Of Securities.

The class of securities offered is registered under Section 12 of
the Exchange Act.

ITEM 5.     Interests Of Named Experts And Counsel.

Certain legal matters in connection with this Registration Statement
are being passed upon by Paul A. Cardinal, Esq., 237 Glen Street,
Glens Falls, New York 12801.  Mr. Cardinal, Executive Vice President
of the Company, owns 2,918 shares of the Company's Common Stock and
has options to acquire an additional 16,000 shares of Common Stock.
          
ITEM 6.     Indemnification Of Directors And Officers.

     Section 145 of the Delaware Corporation Law (the "DCL") provides for
indemnification of officers and directors in terms sufficiently broad
to indemnify the officers and directors of the Company under certain
circumstances from liabilities (including reimbursement of expenses
incurred) arising under the Securities Act of 1933, as amended (the
"Act").  Section 102(b)(7) of the DCL permits a corporation to provide
in its certificate of incorporation that a director of the corporation
shall not be liable in their fiduciary capacity as a director, except
for liability (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which intentional misconduct or a knowing violation
of law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases, or (iv) for any transaction from
which the director derived an improper personal benefit.  As permitted
by the DCL, the Company's Certificate of Incorporation (the "Charter")
provides that, to the fullest extent permitted by the DCL or decisional
law, no director shall be personally liable to the Company or to its
stockholders for monetary damages for breach of his fiduciary duty
as a director.  The effect of this provision in the Charter is to
eliminate the rights of the Company and its stockholders (through
stockholders' derivative suits on behalf of the Company) to recover
monetary damages against a director for breach of fiduciary duty,
except in the situations described in clauses (i) through (iv), inclusive,
above.  These provisions will not alter the liability of directors
under federal securities laws.  The Company's By-Laws (the "By-Laws")
provide that the Company shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending
or completed action, sit or proceeding, whether civil or criminal,
administrative or investigative by reason of the fact that he is or
was a director, officer, employee or agent of the Company or is or
was serving at the request of the Company as a director, officer,
employee or agent of any other corporation or enterprise (including
an employee benefit plan), against all expenses, liabilities and losses
(including attorneys' fees, judgments, fines, ERISA excise taxes and
penalties, and amounts paid or to be paid in settlement, and any interest,
assessments, or other charges imposed thereof, and any taxes imposed
on such person as a result of such payments) reasonably incurred or
suffered by such person in connection with investigating, defending,
being a witness in, or participating in (including an appeal), or
preparing for any of the foregoing in any such action, suit or proceeding,
to the fullest extent authorized by the DCL, provided that the Company
shall indemnify such person in connection , suit or proceeding initiated
by such person only if authorized by the Board of Directors of the
Company or brought to enforce certain indemnification rights.  The
By-Laws also provide that expenses incurred by an officer or director
of the Company, provided that if required by the DCL such expenses
shall be advanced only upon delivery to the Company of an undertaking
by or on behalf of such officer or director to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified
by the Company.  Expenses incurred by other agents of the Company
may be advance upon such terms and conditions as the Board of Directors
of the Company deems appropriate.  Any obligation to reimburse the
Company for expenses advanced under such provisions shall be unsecured
and no interest shall be charged thereon. 

                                   -3-
The By-Laws also provide that indemnification provided for in the
By-Laws shall not be deemed to be exclusive of any other rights to
which the indemnified party may be entitled; that any right of
indemnification or protection provided under the By-Laws shall
not be adversely affected by any amendment, repeal or modification of
the By-Laws; and that the Company may purchase and maintain insurance
to protect itself and any such person against any such expenses,
liabilities or losses under the DCL or the By-Laws. In addition to
the above, the Company currently provides indemnity insurance pursuant
to which officers and directors are indemnified or insured against
liabilities or losses under certain circumstances, which may include
liability or related loss under the Securities Act and the Exchange Act.
 
ITEM 7.     Exemption From Registration Claimed.

            Not applicable.

ITEM 8.     Exhibits.

            The following exhibits are filed as a part of this Registration
Statement:

          3.1     Certificate of Incorporation and amendments thereto.

          3.2     Amended and Restated By-Laws (incorporated
                  herein by reference to the Registrant's Annual Report
                  on Form 10-K for the fiscal year ended December 31, 1995)
                  (File No. 0-10275).

          4.1     Evergreen Bancorp, Inc. Amended and Restated
                  1995 Stock Incentive Plan.

          5.1     Opinion of Paul A. Cardinal, Esq. regarding
                  legality of securities being registered.

          23.1    Consent of KPMG Peat Marwick LLP, Independent
                  Public Accountants.  

          23.2    Consent of Paul A. Cardinal, Esq. -- contained
                  in the opinion filed as Exhibit 5.1.

          24.1    Power of Attorney - see signature page.

ITEM 9.     Undertakings.

    (1)     The undersigned Registrant hereby undertakes to file, during
any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement: (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933; (ii) to
reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration
Statement to the extent that such information required to be included
by clauses (i) or (ii) is not 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 into this Registration
Statement; and (iii) to include any material information with respect
to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement; provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii)
do not apply if the information required to be included by those paragraphs
is contained in periodic reports filed by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in this registration statement.

                                   -4-
(b)     That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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)     To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

    (2)     The undersigned Registrant hereby undertakes that, for the
purposes of determining any liability under the Securities Act, each
filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act 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.

    (3)     Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant 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 registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
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 registrant 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 governed by the final adjudication of such issue.

            [Balance of this page is intentionally left blank]

                                   -5-
SIGNATURES

    Pursuant to the requirements of the Securities Act of 1933, the
Registrant 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 State of New York on
September 24, 1997.

                                      EVERGREEN BANCORP, INC.

                                 By:  /s/George W. Dougan
                                      George W. Dougan,
                                      Chairman of the Board, President
                                      and Chief Executive Officer

                            POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints George W. Dougan and
Paul A. Cardinal, and each of them acting individually, as his
attorney-in-fact, each with full power of substitution, for him in any and
all capacities, to sign any and all amendments and post-effective amendments
to this Registration Statement, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, and is hereby ratifying and confirming our signatures
as they may be signed by our said attorney to any and all amendments
and post-effective amendments to said Registration Statement.

    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/George W. Dougan        Chairman of the Board,             September 24, 1997
George W. Dougan           President, Chief Executive 
                           Officer and Director
                           (Principal Executive Officer)

/s/George L. Fredette      Senior Vice President - Finance    September 24, 1997
George L. Fredette         and Chief Financial Officer
                           (Principal Financial and
                           Accounting Officer)

/s/John W. Bishop          Director                           September 24, 1997
John W. Bishop

/s/Carl R. DeSantis, Sr.   Director                           September 24, 1997
Carl R. DeSantis, Sr.

/s/Robert F. Flacke        Director                           September 24, 1997
Robert F. Flacke

                                   -6-
/s/Michael D. Ginsburg     Director                           September 24, 1997
Michael D. Ginsburg

/s/Joan M. Mannix          Director                           September 24, 1997
Joan M. Mannix

/s/Anthony J. Mashuta      Director                           September 24, 1997
Anthony J. Mashuta

/s/Phillip H. Morse        Director                           September 24, 1997
Phillip H. Morse

/s/William E. Philion      Director                           September 24, 1997
William E. Philion

/s/Alan R. Rhodes          Director                           September 24, 1997
Alan R. Rhodes

/s/Floyd H. Rourke         Director                           September 24, 1997
Floyd H. Rourke

/s/Paul W. Tomlinson       Director                           September 24, 1997
Paul W. Tomlinson

/s/Walter Urda             Director                           September 24, 1997
Walter Urda
-7-
INDEX TO EXHIBITS
Exhibit                                                                   Page

3.1     Certificate of Incorporation and amendments thereto.

3.2     Amended and Restated By-Laws of the Registrant (incorporated
        herein by reference to Exhibit 3.1 to the Registrant's Annual
        Report on Form 10-K for the fiscal year ended December 31, 1995.
        (File 0-10275)).

4.1     Evergreen Bancorp, Inc. Amended and Restated 1995 Stock Incentive
        Plan.

5.1     Opinion of Paul A. Cardinal, Esq. regarding legality of
        securities being registered.

23.1    Consent of KPMG Peat Marwick LLP, Independent Public Accountants.

23.2    Consent of Paul A. Cardinal, Esq. - contained in the
        opinion filed as Exhibit 5.1.

24.1    Power of Attorney - see signature page.