8-K

  






                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549

                                 FORM 8-K

                              CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

                                     
Date of Report (Date of earliest event reported):    July 15, 1998 

                            WESTBANK CORPORATION           
            (Exact name of registrant as specified in charter)

Massachusetts                         0-12784                  04-2830731       
(State or other jurisdiction   (Commission File Number)  (IRS Employer ID No.)
of incorporation)


225 Park Avenue, West Springfield, Massachusetts                  01090-0149    
(Address of principal executive offices)                          (zip code)


Registrant s telephone number, including area code:     (413) 747-1400 




Item 5.   Other Events.

     On July 15, 1998, Westbank Corporation, a Massachusetts
corporation ( Westbank ), Park West Bank and Trust Company, a
Massachusetts chartered commercial bank ( Park West Bank ), Cargill
Bancorp, Inc., a Delaware corporation ( Cargill ) and Cargill Bank,
a Connecticut chartered stock savings and loan association ( Cargill
Bank ) entered into an Affiliation and Merger Agreement dated as of
July 15, 1998 (the Agreement ). Pursuant to the terms of the
Agreement, following receipt of the requisite approvals, it is
contemplated that Cargill shall be merged with and into Westbank
with Westbank as the surviving corporation.  Park West Bank and
Cargill Bank will operate as separate subsidiaries of Westbank.

     Upon consummation of the transaction it its anticipated that
shares held by the shareholders of Cargill common stock will be
converted automatically into and be exchangeable for shares of
Westbank common stock in accordance with the exchange ratio set
forth below:

          1.  if the Westbank Market Value is greater than or equal
     to $13.07, then 1.3008 fully paid and nonassessable shares of
     Westbank common stock;

          2.  if the Westbank Market Value is less than $13.07 but
     greater than or equal to $12.00, then the number of fully paid
     and nonassessable shares of Westbank common stock (rounded to
     the nearest one ten-thousandth) obtained by dividing (A) $17.00
     per share by (B) the Westbank Market Value; and

          3.  if the Westbank Market Value is less than $12.00, then
     1.4167 fully paid and non-assessable shares of Westbank common
     stock, subject to adjustment as provided in the Agreement.

     Westbank Market Value is defined in the Agreement as the
average of the closing prices of Westbank common stock on the Nasdaq
National Market System for each of the twenty (20) consecutive
trading days ending on the fifth trading day before the last
required approval of a governmental entity is obtained with respect
to the transactions contemplated in the Agreement, without regard to
any requisite waiting period in respect thereof, except if closing
does not occur on or before the sixteenth day following the last
regulatory approval solely because of the non- expiration of waiting
periods, then it shall mean the date five (5) business days before
the closing.

     The parties to the Agreement anticipate consummation of the
transactions contemplated in the Agreement.

Item 7.   Exhibits.

(c) Exhibit 99        Copy of a joint press release dated July 15, 1998
                      issued by Westbank Corporation and Cargill
                      Bancorp, Inc.

           


                                SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized.


Dated: July 15, 1998        WESTBANK CORPORATION



                             By /s/Donald R. Chase                  
                               Donald R. Chase, President and 
                               Chief Executive Officer
                               

                               EXHIBIT INDEX


Exhibit 99                  Copy of a joint press release dated July 15, 1998
                            issued by Westbank Corporation and 
                            Cargill Bancorp, Inc.
                                     

                              EXHIBIT  99

Copy of a joint press release dated July 15, 1998 issued by Westbank
                 Corporation and Cargill Bancorp, Inc.

EX-99

FOR FURTHER INFORMATION CONTACT:

Donald R. Chase, President                   Robert G. Eggleston, Jr., President
(413) 747-1494                               (860) 963-2265


FOR IMMEDIATE RELEASE

July 15, 1998


WESTBANK CORPORATION AND CARGILL BANCORP, INC. SIGN A
DEFINITIVE MERGER AGREEMENT

West Springfield, Massachusetts and Putnam, Connecticut July 15,
1998 *** Westbank Corporation (NASDAQ: WBKC), and Cargill Bancorp,
Inc. today announced the signing of a definitive merger agreement.
Cargill is the holding company for Cargill Bank, a $47.0 million
asset institution headquartered in Putnam, CT.  It operates three
branches in Putnam, Quinebaug, and Woodstock.

"Westbank's primary objective is to build our franchise with an
affiliation strategy that adds to earnings and shareholder value",
according to Donald R. Chase, President and Chief Executive Officer
of Westbank Corporation.

Under the terms of the agreement, Cargill Bancorp will be merged
into Westbank Corporation.  Cargill Bank will retain its local
identity and remain a separate subsidiary of Westbank Corporation.
Each share of Cargill common stock will be exchanged for 1.3008
shares of Westbank common stock, provided that the average closing
price of Westbank's common stock during the 20-day pricing period
ending five days before the last regulatory approval is obtained is
greater than or equal to $13.07.  If Westbank's average closing
price is less than $13.07 but greater than or equal to $12.00, then
Cargill shareholders will receive shares of Westbank common stock
having a value of $17.00 per share.  Cargill has certain rights to
terminate the agreement if Westbank's average closing price is below
$12.00 per share unless Westbank agrees to deliver shares of
Westbank common stock having a value of $17.00 in exchange for each
share of Cargill common stock.

"We are extremely pleased to have reached this agreement with
Cargill Bancorp.  Cargill Bank is a profitable community bank with
a proven track record of delivering high-quality retail banking
services.  Our shareholders will benefit from a larger earnings
base, a wider variety of markets and an expanded shareholder base",
Chase said.

Based upon Westbank's recent closing price of $14.125 per
share, the 1.3008 exchange ratio has a value of $18.37 per
share.  The price of $18.37 per share equates to a value of $5.92
million or 157.2% of tangible book value, 20.0 times Cargill's
annualized six months earnings, and represents a 7.2 % deposit
premium.



                                    -2-


It is anticipated that this merger will be accretive to Westbank's
book value and earnings per share within twelve months of
consummation of the merger.

In connection with the execution of the merger agreement, Cargill
has issued an option to Westbank to purchase up to 19.9% of
Cargill's common stock at a price of $12.00 per share.  The
transaction is expected to be treated as a tax-free exchange to
holders of Cargill's common stock.

Consummation of the merger is subject to approval by bank
regulatory authorities and the shareholders of Cargill Bancorp,
as well as other customary conditions.

It is planned that Cargill will continue its successful approach to
community banking, providing its customers with personalized
service.  The merger is expected to assist Westbank and Cargill in
achieving their strategic objectives by widening the combined
entities' outreach into Windham County, central Massachusetts, and
northwest Rhode Island.

Robert G. Eggleston, President of Cargill Bank, will continue in
that position.  Mr.  Eggleston remarked, "This merger brings
together two successful banking organizations and combines
Westbank's stronger commercial lending capabilities, broader deposit
products and trust services with Cargill's vibrant consumer banking
franchise.  We are eager to join forces with Westbank to build upon
these strengths in serving the individuals, businesses, and
municipalities of northeast Connecticut.  We believe the merger
will provide fair value to Cargill's shareholders along with the
opportunity to participate in the growth of the combined 
institutions."

Westbank Corporation will be a multi-bank holding company with pro
forma total assets of approximately $400 million.  The Company will
operate, through its two bank subsidiaries, 15 offices.

Westbank Corporation separately announced its June 30, 1998
earnings at $885,000 or $0.24 per share for the quarter and $1.7
million or $0.46 per share for the first six months of 1998, an
increase of 25% over the 1997 period.

Cargill Bancorp, which currently has a fiscal year-end of September
30, recently reported its June 30, 1998 quarterly earnings of
$95,000 and nine months earnings at $209,000, an increase of 86%
over the nine-month period ended June 30, 1997.








                                  --30--