SECURITIES AND EXCHANGE COMMISSION
                            Washington DC 20549

                                 FORM 10-C

              REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                       INTERDEALER QUOTATION SYSTEM

               Filed pursuant to Section 13 or 15(d) of the
              Securities Exchange Act of 1934 and Rule 13a-17
                           or 15d-17 thereunder

                              BETHEL BANCORP
                  489 CONGRESS ST, PORTLAND, MAINE 04101
                               207-772-8587

                  CHANGE IN NUMBER OF SHARES OUTSTANDING

     Indicate any change (increase or decrease) of 5% or more in the number of 
shares outstanding:

1.   Title of Security:  Common Stock
2.   Number of shares outstanding before the change:  547,625
3.   Number of shres outstanding after the change:  597,625
4.   Effective date of change:  9/8/95
5.   Method of change:  Exercise of warrant right to buy 50,000 shares by Major
     Drilling/Ronald Goguen on 9/8/95.

Date:  9/8/95

By:                   /s/                  
     _____________________________
     James D. Delamater, President