==============================================================================

    As filed with the Securities and Exchange Commission on March 31, 1998

                                                      Registration No._______


                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

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

                                  Form S-8
                           REGISTRATION STATEMENT
                                    under
                         THE SECURITIES ACT OF 1933

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


                           Mid-Coast Bancorp, Inc.
           (Exact name of registrant as specified in its charter)


                Delaware                              10-454232
    (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)               Identification No.)


                       1768 Atlantic Highway, Box 589
                           Waldoboro, Maine 04572
                               (207) 832-7521
         (Address, including Zip Code, of principal executive offices)

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

          Recognition and Retention Plan of Mid-Coast Bancorp, Inc.
                          (Full title of the Plan)

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

                            Wesley E. Richardson
              President, Chief Executive Officer and Treasurer
                       1768 Atlantic Highway, Box 589
                           Waldoboro, Maine 04572
                               (207) 832-7521

                                  Copy to:

                          Richard A. Schaberg, Esq.
                           Thacher Proffitt & Wood
                       1500 K Street, N.W., Suite 200
                           Washington, D.C.  20005
                               (202) 347-8400
           (Name and address, including Zip Code, telephone number
                    and area code, of agent for service)

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

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                         Proposed Maximum     Proposed Maximum
                                        Amount to be      Offering Price     Aggregate Offering       Amount of
Title of Securities to be Registered    Registered(1)      Per Share(2)           Price(2)         Registration Fee
------------------------------------    -------------    ----------------    ------------------    ----------------

<S>                                     <C>                   <C>                <C>                    <C>
Common Stock, $1.00 par value           27,621 shares         $39.00             $1,077,219             $318.00

<FN>
<F1>  Based on the number of shares of common stock of Mid-Coast Bancorp,
      Inc. (the "Company") authorized for awards under the Recognition and
      Retention Plan of Mid-Coast Bancorp, Inc. ("Plan"). In addition to such
      shares, this registration statement also covers an undetermined number
      of common stock of the Company that, by reason of certain events
      specified in the Plan, may be granted through the application of
      certain anti-dilution provisions.

<F2>  Estimated solely for purpose of calculating the registration fee in
      accordance with Rule 457 of the Securities Act of 1933, shares that
      may be awarded under the Plan in the future are deemed to be offered
      at $39.00 per share, the closing price of the common stock of the
      Company on the Nasdaq SmallCap Market on March 27, 1998.
</FN>
</TABLE>


==============================================================================

<PAGE>

                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the Securities and Exchange
Commission (the "Commission").


Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.

         Note:  The document containing the information specified in this
Part I will be sent or given to participants as specified by Rule
428(b)(1).  Such document need not be filed with the Commission either as
part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  These documents and the documents
incorporated by reference in this registration statement pursuant to Item
3 of Part II of this form, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended ("Securities Act").


                                   PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents and information heretofore filed with the
Commission by the Registrant (File No. 01-18096) are incorporated by
reference in this registration statement:

         (1)  the Registrant's Annual Report on Form 10-KSB for the fiscal
              year ended March 31, 1997, which was filed with the
              Commission pursuant to the Securities Exchange Act of 1934,
              as amended ("Exchange Act");

         (2)  the description of the Registrant's Common Stock (the
              "Common Stock") contained in Item 1 of the Registrant's
              Registration Statement on Form 8-A, and any amendments
              thereto which was filed with the Commission pursuant to the
              Exchange Act on November 6, 1989;

         (3)  the Registrant's Quarterly Report on Form 10-QSB for the
              quarters ended June 30, 1997, September 30, 1997 and
              December 31, 1997; and

         (4)  the Mid-Coast Bancorp, Inc. Proxy Statement dated June 6,
              1997 for the Annual Meeting of Shareholders held on July 16,
              1997.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the
date of the termination of the offering of the Common Stock offered hereby
shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in a document incorporated
or deemed to be 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 document which is or is
deemed to be incorporated by

<PAGE>

reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

         Mid-Coast Bancorp, Inc. will provide without charge to each
person to whom this Prospectus is delivered, upon request of any such
person, a copy of any or all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents).  Written
requests should be directed to Wesley E. Richardson, President, Chief
Executive Officer and Treasurer, Mid-Coast Bancorp, Inc., 1768 Atlantic
Highway, Box 589, Waldoboro, Maine 04572.  Telephone requests may be
directed to (207) 832-7521.


Item 4.  Description of Securities.

         Not Applicable.


Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.


Item 6.  Indemnification of Directors and Officers.

         The Registrant's authority to indemnify its officers and
directors is governed by the provisions of Section 145, as amended, of the
Delaware General Corporation Law ("GCL") and by the Bylaws of the
Registrant.

         Section 145 of the Delaware General Corporation Law ("DGCL") inter
alia, empowers a Delaware corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was
a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Similar indemnity is authorized for such person against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the
defense or settlement of any such threatened, pending or completed action
or suit if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the shareholders

<PAGE>

or disinterested directors or by independent legal counsel in a written
opinion that indemnification is proper because the indemnitee has met the
applicable standard of conduct.

         Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him, an
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would otherwise have the power to indemnify
him under Section 145.

         Article IX of the Bylaws of the Registrant provides that any
person who is made a party or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding, and any appeal
therein, whether civil, criminal, administrative, arbitrative or
investigative by reason of the fact that he or she is or was a director,
officer, trustee, employee or agent of the Registrant or is or was serving
at the request of the Registrant as a director, officer, employee, trustee
or agent of another corporation, association, partnership, joint venture,
trust or other enterprise, will be indemnified by the Registrant against
expenses (including attorneys; fees, judgments, fines , penalties and
amount paid in settlement actually or reasonable incurred by him or her if
her or she reasonably believed to be in or not opposed to the best
interest of the Registrant, and, with respect to any criminal action, has
not reason to believe his or her conduct was unlawful.

         The indemnitee may apply to any court of competent jurisdiction
in the State of Delaware for indemnification to the extent permissible in
the bylaws.  The basis of the indemnification shall be that the indemnitee
has met the applicable standards of conduct set forth in the bylaws.
Notice must be given to the Registrant upon filing of such application to
the court.

         The right of indemnification conferred in Article IX of the
Bylaws shall not be exclusive of any right which any person may have or
hereafter acquire under any statute, agreement, vote of shareholders,
disinterested directors, or otherwise.

         Article IX, Section 8 also provides that the Company may purchase
and maintain insurance on behalf of any person who is or was director,
trustee, employeee or agent of the Company, or who is or was serving at the
request of the Company as a director, officer, trustee, employee or agent
of another corporation, association, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against such
liability under the provisions of Article IX of the Bylaws.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Mid-Coast Bancorp, Inc. pursuant to the foregoing provisions,
the Registrant has been informed that in the opinion of the Commission,
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.

<PAGE>

Item 7.  Exemption from Registration Claimed.

         Not Applicable.


Item 8.  Exhibits.

     3.1    Certificate of Incorporation of Mid-Coast Bancorp, Inc.
     3.2    By-Laws of Mid-Coast Bancorp, Inc.
     4.1    Recognition and Retention Plan of Mid-Coast Bancorp, Inc.
     4.2    Form of Award Agreement under the Recognition and Retention
            Plan of Mid-Coast Bancorp, Inc. for Officers and Employees
     4.3    Form of Award Agreement under the Recognition and Retention
            Plan of Mid-Coast Bancorp, Inc. for Outside Directors
    23.1    Consent of Baker Newman & Noyes, Limited Liability Company

Item 9.  Undertakings.

     A.  Rule 415 offering.  The undersigned Registrant is a small business
issuer registering securities under Rule 415 of the Securities Act, and the
undersigned small business issuer will:

         (1)  File, during any period in which it offers or sells securities,
a post-effective amendment in this registration statement to:

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

         (2)  For the purpose of determining 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.

         (3)  File a post-effective amendment to remove from registration
any of the securities that remain unsold during the period.

<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 town of Waldoboro, State of Maine on the
31st day of March, 1998.

                                    Mid-Coast Bancorp, Inc.
                                    (Registrant)


                                    By: /s/ WESLEY E. RICHARDSON
                                        -------------------------------------
                                        Wesley E. Richardson
                                        President and Chief Executive Officer


          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>

         SIGNATURE                          TITLE                      DATE
---------------------------    -------------------------------    ---------------


<S>                            <C>                                <C>
/s/ WESLEY R. RICHARDSON       President, Chief Executive         March 31, 1998
---------------------------    Officer, Treasurer and Director
    Wesley R. Richardson       (Principal Executive Officer)

/s/ ROBERT E. CARTER, JR.      Vice-President                     March 31, 1998
---------------------------
    Robert E. Carter, Jr.

/s/ WAITE W. WESTON            Director and Chairman              March 31, 1998
---------------------------
    Waite W. Weston

/s/ ROBERT W. SPEAR            Director and Vice Chairman         March 31, 1998
---------------------------
    Robert W. Spear

/s/ SHARON CROWE               Director                           March 31, 1998
---------------------------
    Sharon Crowe

/s/ RONALD E. DOLLOFF          Director                           March 31, 1998
---------------------------
    Ronald E. Dolloff

/s/ SAMUEL COHEN               Director                           March 31, 1998
---------------------------
    Samuel Cohen

/s/ LINCOLN O. ORFF            Director                           March 31, 1998
---------------------------
    Lincoln O. Orff

</TABLE>

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16784}]
{"company-data": {"conformed-name": "MID COAST BANCORP INC", "cik": "0000851785", "assigned-sic": "6035", "irs-number": "010454232", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-49003", "film-number": "98583491"}, "business-address": {"street1": "1768 ATLANTIC HWY", "street2": "P O BOX 589", "city": "WALDOBORO", "state": "ME", "zip": "04572", "phone": "2078327521"}, "mail-address": {"street1": "1768 ATLANTIC HIGHWAY", "street2": "PO BOX 589", "city": "WALDOBORO", "state": "ME", "zip": "04572"}}
==============================================================================

    As filed with the Securities and Exchange Commission on March 31, 1998

                                                      Registration No._______

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

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

                                  Form S-8
                           REGISTRATION STATEMENT
                                    under
                         THE SECURITIES ACT OF 1933

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

                           Mid-Coast Bancorp, Inc.
           (Exact name of registrant as specified in its charter)

                Delaware                              10-454232
    (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)               Identification No.)

                       1768 Atlantic Highway, Box 589
                           Waldoboro, Maine 04572
                               (207) 832-7521
         (Address, including Zip Code, of principal executive offices)

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

          Recognition and Retention Plan of Mid-Coast Bancorp, Inc.
                          (Full title of the Plan)

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

                            Wesley E. Richardson
              President, Chief Executive Officer and Treasurer
                       1768 Atlantic Highway, Box 589
                           Waldoboro, Maine 04572
                               (207) 832-7521

                                  Copy to:

                          Richard A. Schaberg, Esq.
                           Thacher Proffitt & Wood
                       1500 K Street, N.W., Suite 200
                           Washington, D.C.  20005
                               (202) 347-8400
           (Name and address, including Zip Code, telephone number
                    and area code, of agent for service)

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

                       CALCULATION OF REGISTRATION FEE
Proposed Maximum     Proposed Maximum
                                        Amount to be      Offering Price     Aggregate Offering       Amount of
Title of Securities to be Registered    Registered(1)      Per Share(2)           Price(2)         Registration Fee
------------------------------------    -------------    ----------------    ------------------    ----------------
Common Stock, $1.00 par value           27,621 shares         $39.00             $1,077,219             $318.00
Based on the number of shares of common stock of Mid-Coast Bancorp,
      Inc. (the "Company") authorized for awards under the Recognition and
      Retention Plan of Mid-Coast Bancorp, Inc. ("Plan"). In addition to such
      shares, this registration statement also covers an undetermined number
      of common stock of the Company that, by reason of certain events
      specified in the Plan, may be granted through the application of
      certain anti-dilution provisions.
Estimated solely for purpose of calculating the registration fee in
      accordance with Rule 457 of the Securities Act of 1933, shares that
      may be awarded under the Plan in the future are deemed to be offered
      at $39.00 per share, the closing price of the common stock of the
      Company on the Nasdaq SmallCap Market on March 27, 1998.
==============================================================================
PART I

            INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.  Registrant Information and Employee Plan Annual Information.

         Not required to be filed with the Commission.

         Note:  The document containing the information specified in this
Part I will be sent or given to participants as specified by Rule
428(b)(1).  Such document need not be filed with the Commission either as
part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424.  These documents and the documents
incorporated by reference in this registration statement pursuant to Item
3 of Part II of this form, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended ("Securities Act").

                                   PART II

Item 3.  Incorporation of Documents by Reference.

         The following documents and information heretofore filed with the
Commission by the Registrant (File No. 01-18096) are incorporated by
reference in this registration statement:

         (1)  the Registrant's Annual Report on Form 10-KSB for the fiscal
              year ended March 31, 1997, which was filed with the
              Commission pursuant to the Securities Exchange Act of 1934,
              as amended ("Exchange Act");

         (2)  the description of the Registrant's Common Stock (the
              "Common Stock") contained in Item 1 of the Registrant's
              Registration Statement on Form 8-A, and any amendments
              thereto which was filed with the Commission pursuant to the
              Exchange Act on November 6, 1989;

         (3)  the Registrant's Quarterly Report on Form 10-QSB for the
              quarters ended June 30, 1997, September 30, 1997 and
              December 31, 1997; and

         (4)  the Mid-Coast Bancorp, Inc. Proxy Statement dated June 6,
              1997 for the Annual Meeting of Shareholders held on July 16,
              1997.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date hereof and prior to the
date of the termination of the offering of the Common Stock offered hereby
shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof from the date of filing of such
documents.  Any statement contained herein or in a document incorporated
or deemed to be 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 document which is or is
deemed to be incorporated by
reference herein modifies or supersedes such statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.

         Mid-Coast Bancorp, Inc. will provide without charge to each
person to whom this Prospectus is delivered, upon request of any such
person, a copy of any or all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents).  Written
requests should be directed to Wesley E. Richardson, President, Chief
Executive Officer and Treasurer, Mid-Coast Bancorp, Inc., 1768 Atlantic
Highway, Box 589, Waldoboro, Maine 04572.  Telephone requests may be
directed to (207) 832-7521.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.

Item 6.  Indemnification of Directors and Officers.

         The Registrant's authority to indemnify its officers and
directors is governed by the provisions of Section 145, as amended, of the
Delaware General Corporation Law ("GCL") and by the Bylaws of the
Registrant.

         Section 145 of the Delaware General Corporation Law ("DGCL") inter
alia, empowers a Delaware corporation to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the
right of the corporation) by reason of the fact that such person is or was
a director, officer, employee or agent of another corporation or other
enterprise, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interest of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.
Similar indemnity is authorized for such person against expenses (including
attorneys' fees) actually and reasonably incurred in connection with the
defense or settlement of any such threatened, pending or completed action
or suit if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation,
and provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the shareholders
or disinterested directors or by independent legal counsel in a written
opinion that indemnification is proper because the indemnitee has met the
applicable standard of conduct.

         Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against any liability asserted against him, an
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would otherwise have the power to indemnify
him under Section 145.

         Article IX of the Bylaws of the Registrant provides that any
person who is made a party or is threatened to be made a party or is
otherwise involved in any action, suit or proceeding, and any appeal
therein, whether civil, criminal, administrative, arbitrative or
investigative by reason of the fact that he or she is or was a director,
officer, trustee, employee or agent of the Registrant or is or was serving
at the request of the Registrant as a director, officer, employee, trustee
or agent of another corporation, association, partnership, joint venture,
trust or other enterprise, will be indemnified by the Registrant against
expenses (including attorneys; fees, judgments, fines , penalties and
amount paid in settlement actually or reasonable incurred by him or her if
her or she reasonably believed to be in or not opposed to the best
interest of the Registrant, and, with respect to any criminal action, has
not reason to believe his or her conduct was unlawful.

         The indemnitee may apply to any court of competent jurisdiction
in the State of Delaware for indemnification to the extent permissible in
the bylaws.  The basis of the indemnification shall be that the indemnitee
has met the applicable standards of conduct set forth in the bylaws.
Notice must be given to the Registrant upon filing of such application to
the court.

         The right of indemnification conferred in Article IX of the
Bylaws shall not be exclusive of any right which any person may have or
hereafter acquire under any statute, agreement, vote of shareholders,
disinterested directors, or otherwise.

         Article IX, Section 8 also provides that the Company may purchase
and maintain insurance on behalf of any person who is or was director,
trustee, employeee or agent of the Company, or who is or was serving at the
request of the Company as a director, officer, trustee, employee or agent
of another corporation, association, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by
him in any such capacity, or arising out of his status as such, whether or
not the Corporation would have the power to indemnify him against such
liability under the provisions of Article IX of the Bylaws.

         Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling Mid-Coast Bancorp, Inc. pursuant to the foregoing provisions,
the Registrant has been informed that in the opinion of the Commission,
such indemnification is against public policy as expressed in the
Securities Act of 1933 and is therefore unenforceable.
Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

     3.1    Certificate of Incorporation of Mid-Coast Bancorp, Inc.
     3.2    By-Laws of Mid-Coast Bancorp, Inc.
     4.1    Recognition and Retention Plan of Mid-Coast Bancorp, Inc.
     4.2    Form of Award Agreement under the Recognition and Retention
            Plan of Mid-Coast Bancorp, Inc. for Officers and Employees
     4.3    Form of Award Agreement under the Recognition and Retention
            Plan of Mid-Coast Bancorp, Inc. for Outside Directors
    23.1    Consent of Baker Newman & Noyes, Limited Liability Company

Item 9.  Undertakings.

     A.  Rule 415 offering.  The undersigned Registrant is a small business
issuer registering securities under Rule 415 of the Securities Act, and the
undersigned small business issuer will:

         (1)  File, during any period in which it offers or sells securities,
a post-effective amendment in this registration statement to:

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

         (2)  For the purpose of determining 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.

         (3)  File a post-effective amendment to remove from registration
any of the securities that remain unsold during the period.
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 town of Waldoboro, State of Maine on the
31st day of March, 1998.

                                    Mid-Coast Bancorp, Inc.
                                    (Registrant)

                                    By: /s/ WESLEY E. RICHARDSON
                                        -------------------------------------
                                        Wesley E. Richardson
                                        President and Chief Executive Officer

          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/ WESLEY R. RICHARDSON       President, Chief Executive         March 31, 1998
---------------------------    Officer, Treasurer and Director
    Wesley R. Richardson       (Principal Executive Officer)

/s/ ROBERT E. CARTER, JR.      Vice-President                     March 31, 1998
---------------------------
    Robert E. Carter, Jr.

/s/ WAITE W. WESTON            Director and Chairman              March 31, 1998
---------------------------
    Waite W. Weston

/s/ ROBERT W. SPEAR            Director and Vice Chairman         March 31, 1998
---------------------------
    Robert W. Spear

/s/ SHARON CROWE               Director                           March 31, 1998
---------------------------
    Sharon Crowe

/s/ RONALD E. DOLLOFF          Director                           March 31, 1998
---------------------------
    Ronald E. Dolloff

/s/ SAMUEL COHEN               Director                           March 31, 1998
---------------------------
    Samuel Cohen

/s/ LINCOLN O. ORFF            Director                           March 31, 1998
---------------------------
    Lincoln O. Orff