SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C   20549


                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 5)*


                                 BayBanks, Inc.

                                (NAME OF ISSUER)

                          Common Stock, $2.00 par value

                         (TITLE OF CLASS OF SECURITIES)

                                   072723-10-9

                                  CUSIP NUMBER


Check the following box if a fee is being paid with this statement. ____ (A fee
is not required only if the filing person:  (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.) 
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).






CUSIP NO. 072723-10-9

1.   NAME OF REPORTING PERSON
       S.S OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       Marine Midland Bank as co-trustee of the BayBanks Savings, Profit Sharing
       and Stock Ownership Trust (the "Trust")

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP *

     Not applicable.
          (A)
          (B)

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

       Marine Midland Bank is a state-chartered bank organized under the laws of
       the State of New York.

  NUMBER OF    5.  SOLE VOTING POWER

   SHARES                0

BENEFICIALLY   6.  SHARED VOTING POWER

  OWNED BY               1,277,791

    EACH       7.  SOLE DISPOSITIVE POWER

  REPORTING              0

   PERSON      8.  SHARED DISPOSITIVE POWER

    WITH                 1,277,791

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                         1,277,791

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES *

     Not applicable.

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     6.5% of 19,640,933 shares of Common Stock outstanding as of December 31,
     1995

12.  TYPE OF REPORTING PERSON *
          EP

The filing of this Statement on Schedule 13G is made by Marine Midland Bank, as
co-trustee (the "Trustee") of the BayBanks Savings, Profit Sharing and Stock
Ownership Trust (the "Trust," or the "Plan") voluntarily and does not
constitute, and should not be construed as, an admission that either the Trust
or the Trustee beneficially owns any securities covered by this Statement or is
required to file this Statement for the Trust and the Trustee.  In this
connection, the Trust and the Trustee disclaim beneficial ownership of the
securities covered by this Statement.

Item 1(a) NAME OF ISSUER:

          BayBanks, Inc.

Item 1(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

          175 Federal Street
          Boston, MA  02110

Item 2(a) NAME OF PERSON FILING:

          Marine Midland Bank as co-trustee of the BayBanks Savings, Profit
          Sharing and Stock Ownership Trust for employees of BayBanks, Inc. and
          Affiliated Companies

Item 2(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE:

          c/o Marine Midland Bank
          250 Park Avenue
          New York, New York 10177
          Attention:  Stephen J. Hartman

Item 2(c) CITIZENSHIP:

          The Trust has been organized under the laws of the State of
          Massachusetts.  The Trustee is a state chartered bank organized under
          the laws of the State of New York.

Item 2(d) TITLE OF CLASS OF SECURITIES:

          Common Stock, $2.00 par value. 

Item 2(d) CUSIP NUMBER:

          072723-10-9



Item 3    THE PERSON FILING THIS STATEMENT IS A:

          [b] [x] Bank as defined in Section 3(a)(6) of the Act.  
          [f] [x] The Trust is an Employee benefit plan which is subject to the
          provisions of the Employee Retirement Income Security Act of 1974.

Item 4    OWNERSHIP

          (a)  Amount Beneficially Owned:  1,277,791

          (b)  Percent of Class:  6.5%

          (c)  Number of shares as to which such person has:

             (i)   sole power to vote or to direct the vote:

                                  0

            (ii)   shared power to vote or to direct the vote:

                               1,277,7911

           (iii)   sole power to dispose or direct the disposition of:

                                   0

            (iv)   shared power to dispose or direct the disposition of:

                              1,277,7911

[FN]      Of the 1,277,791 shares of Common Stock reported herein, 578,238
          shares are held in the BayBanks, Inc. Common Stock Fund (the "Common
          Stock Fund") portion of the Trust (all of which are allocated to
          accounts of participants) and 699,553 are held in the Issuer's
          Employee Stock Ownership Plan (the "ESOP").  Under the Plan, the
          Trustee votes all shares in the Common Stock Fund portion of the Trust
          in accordance with the voting instructions received from participants
          in that fund and votes all allocated and unallocated shares of Common
          Stock in the ESOP in accordance with the voting instructions received
          from participants with allocated shares.  The Plan provides that, in a
          tender offer, the Trustee will tender allocated ESOP shares and shares
          in the Common Stock Fund as instructed by the respective participants
          and will tender unallocated ESOP shares in the same proportion as it
          tenders allocated ESOP shares.  429,058 shares of Common Stock
          reported herein are allocated to accounts of participants of the ESOP.

Item 5    OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

          Not applicable.

Item 6    OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

          Participants of the Plan are entitled to receive certain distributions
          or assets held by the Trust.  Such distributions may include proceeds
          from dividends on, or the sale of, shares of Common Stock reflected in
          this Schedule 13G.

Item 7    IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
          SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

          Not applicable.

Item 8    IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

          Not applicable.

Item 9    NOTICE OF DISSOLUTION OF GROUP:

          Not applicable.

Item 10   CERTIFICATION:

          By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such securities and were
not acquired in connection with or as a participant in any transaction having
such purposes or effect.



                                    SIGNATURE

          After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

                              February 1, 1996
                                   Date     



                              Marine Midland Bank (not in its individual or
                              corporate capacity but solely as Trustee)

                              /s/ Stephen J. Hartman       
                                      Signature       
                              Stephen J. Hartman
                              Administrative Vice President
                                  Name/Title