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


                               SCHEDULE 13G


                 Under the Securities Exchange Act of 1934

                            (Amendment No. 1)*


                               CIVIC BANCORP
                             (Name of Issuer)

                               COMMON STOCK
                      (Title of Class of Securities)

                                 178788105
                              (CUSIP Number)


    *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).



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

   Westchester Capital Management, Inc.
   13-3036274

2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                (a) 

                                                (b) 


3  SEC USE ONLY



4  CITIZENSHIP OR PLACE OF ORGANIZATION

   New York


                    5  SOLE VOTING POWER
   NUMBER OF
     SHARES            0 shares
  BENEFICIALLY
    OWNED BY        6  SHARED VOTING POWER
      EACH
    REPORTING          0 shares
     PERSON
      WITH
                    7  SOLE DISPOSITIVE POWER

                       0 shares

                    8  SHARED DISPOSITIVE POWER

                       0 shares

9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    0 shares

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES


11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    0%

12  TYPE OF REPORTING PERSON

    IA, CO




Item 1(a)      NAME OF ISSUER:

               Civic BanCorp

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

               2101 Webster Street
               Oakland, CA  94612-3027

Item 2(a)      NAME OF PERSON FILING:

               Westchester Capital Management, Inc. ("WCM")

Item 2(b)      Address of Principal Business Office, or If none, residence:

               100 Summit Lake Drive
               Valhalla, New York  10595

Item 2(c)      CITIZENSHIP:

               New York

Item 2(d)      TITLE OF CLASS OF SECURITIES:

               Common Stock

Item 2(e)      CUSIP NUMBER:

               178788105

Item 3         WCM is an investment adviser registered under Section 203 of
               the Investment Advisers Act of 1940.

Item 4         OWNERSHIP:

               (a)  Amount beneficially owned:
               See Item 9 of the cover pages attached hereto

               (b)  Percent of Class:
               See Item 11 of the cover pages attached hereto

               (c)  See Items 5 through 8  of the cover pages attached hereto

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:

               Not Applicable

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.




                                SIGNATURES

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 5, 1997


                                        /s/ Bonnie L. Smith                 
                                        Bonnie L. Smith
                                        Vice President