FOR IMMEDIATE RELEASE                                                    AT
FRIDAY, DECEMBER 16, 1994                                    (202) 616-2771
                                                         TDD (202) 514-1888

      JUSTICE DEPARTMENT AND MAINE ATTORNEY GENERAL'S OFFICE APPROVE
         MAINE BANK MERGER UPON COMPLETION OF CERTAIN DIVESTITURES

     WASHINGTON, D.C. -- The Department of Justice's Antitrust
Division, after a joint investigation with the state of Maine,
will not challenge a proposed merger between two of the largest
banks in Maine as long as one of the banks sells specific
branches that might have lessened competition in certain markets.
     The Department advised the Federal Reserve Board on Friday,
December 16, 1994, that it will not challenge the proposed
acquisition of Casco Northern Bank by KeyCorp, a bank holding
company that owns the Key Bank of Maine, if KeyCorp sells eleven
specified branches with over $250 million in deposits.  The
Division also advised the Federal Reserve Board that, as
modified, the transaction will not harm competition.
     Anne K. Bingaman, Assistant Attorney General in charge of
the Antitrust Division, said, "This acquisition could have harmed
Maine banking consumers in Portland, Scarborough, Saco,
Westbrook, Sanford, Bridgton, Bath, Auburn, Lewiston and
Waterville.  Due to the efforts of the Department and the
Attorney General of Maine the transaction may proceed while the
potential harm to competition will be avoided.
     "This is yet another example of the Department's flexible
yet effective merger policy--by working together with state
enforcers, consumers get the full benefits of competition and
parties to a merger get a more efficient, less costly process,"
she said.
     Michael E. Carpenter, Attorney General for the State of
Maine, said, "Today's action by our office and the Department of
Justice takes a large step toward insuring that Maine businesses
and Maine consumers will enjoy a healthy banking environment. 
This settlement avoids the harm to banking customers that could
have resulted from KeyCorp's acquisition of Casco Northern."
     KeyCorp will sell specified branches in Portland,
Scarborough, Saco, Westbrook, Sanford, Bridgton, Bath, Auburn,
Lewiston and Waterville.

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