OMB EXP. 10-31-94

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                  SCHEDULE 13G



                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 3)*


                                 BayBanks, Inc.

                         Common Stock, $2.00 par value

                                  072723-10-9



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).


                               Page 1 of 5 pages


- -----------------------                                  ---------------------
 CUSIP NO. 072723-10-9                  13G                PAGE 2 OF 5 PAGES
- -----------------------                                  ---------------------
 
- ------------------------------------------------------------------------------
      NAME OF REPORTING PERSON
 1    S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                          
      BAYBANKS SAVINGS, PROFIT SHARING AND STOCK OWNERSHIP TRUST (THE "TRUST")
      BY MARINE MIDLAND BANK ITS CO-TRUSTEE.

- ------------------------------------------------------------------------------
      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
 2                                                              (a) [_]
      NOT APPLICABLE                                            (b) [_]
                                                 
- ------------------------------------------------------------------------------
      SEC USE ONLY
 3
 

- ------------------------------------------------------------------------------
      CITIZENSHIP OR PLACE OF ORGANIZATION
 4    
      MARINE MIDLAND BANK IS A STATE CHARTERED BANK ORGANIZED UNDER THE LAWS
      OF THE STATE OF NEW YORK.

- ------------------------------------------------------------------------------
                          SOLE VOTING POWER
                     5         
     NUMBER OF                0
 
      SHARES       -----------------------------------------------------------
                          SHARED VOTING POWER
   BENEFICIALLY      6    
                          1,228,365
     OWNED BY
                   -----------------------------------------------------------
       EACH               SOLE DISPOSITIVE POWER
                     7     
    REPORTING                 0
 
      PERSON       -----------------------------------------------------------
                          SHARED DISPOSITIVE POWER
       WITH          8    
                          1,228,365
- ------------------------------------------------------------------------------
      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 9    
      1,228,365

- ------------------------------------------------------------------------------
      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
10                  
      NOT APPLICABLE
 
- ------------------------------------------------------------------------------
      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11    
      6.87%

- ------------------------------------------------------------------------------
      TYPE OF REPORTING PERSON*
12
      BK, EP

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

                     *SEE INSTRUCTION BEFORE FILLING OUT!



                                                               Page 3 of 5 Pages

           The filing of this Statement on Schedules 13G is made by Marine
Midland Bank, as co-trustee (the "Trustee") of the Savings, Profit Sharing and
Stock Ownership Plan (the "Plan" or "Trust") voluntarily and does not
constitute, and should not be construed as, an admission that either the Trust
or 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, or if none, Residence:

           c/o Marine Midland Bank
           250 Park Avenue
           New York, New York  10177
           Attention:  James R. McDonald

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 Securities:

           Common Stock, $2.00 Par Value

Item 2(e). CUSIP Number:

           072723-10-9

Item 3.    The person filing is a:

      [b]  [x]  Bank as defined in Section 3(a)(6) of the Act.

      [f]  [x]  Employee Benefit Plan, Pension Fund which is subject to
                provisions of Employee Retirement Income Security Act of 1972
                ("ERISA") or endowment fund.


                                                               Page 4 of 5 Pages

Item 4.   Ownership:

          (a)  Amount Beneficially Owned: 1,228,365/1/

          (b)  Percent of Class:  6.87%

          (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.... 1,228,365/1/

               (iii) sole power to dispose or to direct the disposition of.... 0

               (iv)  shared power to dispose or to direct the
                     disposition of................................ 1,228,365/1/

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 thereon, or the sale of, shares of Common Stock
          reflected in the 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:

- ------------------------
/1/Of the 1,228,365 shares of Common Stock reported herein, 523,191
  shares are held in the BayBanks, Inc. Common Stock Fund (the "Common Stock
  Fund") (all of which are allocated to accounts of participants) and 765,174
  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.  238,679
  shares of Common Stock reported herein are allocated to accounts of
  participants of the ESOP.


                                                               Page 5 of 5 Pages

          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
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
accurate.


Date: February 9, 1994


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


By:  /s/ Stephen J. Hartman
    -----------------------
Its: Administrative Vice President



(DAH\04146\031.B)