8-K

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               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) December 9, 1994

                       MERIDIAN BANCORP, INC.                     
     (Exact name of registrant as specified in its charter)
                                
        Pennsylvania               0-12364           23-2237529  
 (State or other jurisdiction   (Commission       (IRS Employer
      of incorporation)         File Number)       Ident. No.)

   35 North Sixth Street, Reading, Pennsylvania        19601     
    (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code (610) 655-2000

                                N/A                              
 (Former name or former address, if changed since last report.)
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Item 5.   Other Events.

     On December 9, 1994, Meridian Bancorp, Inc. ("Meridian") and
United Counties Bancorporation ("UCB") jointly terminated the
letter of intent, dated August 30, 1994 between Meridian and UCB,
as amended by the letter agreement, dated November 4, 1994
between Meridian and UCB, providing for the merger of UCB with
and into Meridian.

     On December 9, 1994, Meridian issued a press release
reporting the termination of the letter of intent.

     The foregoing information is qualified in its entirety by
reference to the press release which is set forth as Exhibit 99.1
hereto and is incorporated herein by reference.

Item 7.   Financial Statements and Exhibits.

     (c)  Exhibits.

          99.1 Press release of Meridian Bancorp, Inc., dated
               December 9, 1994.
                           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 hereunto duly authorized.

                              MERIDIAN BANCORP, INC.

Dated:  January 5, 1995

                              By/s/ David E. Sparks             
                                   David E. Sparks
                                   Vice Chairman and Chief
                                   Financial Officer


                          EXHIBIT INDEX

Exhibit Number

     99.1      Press release of Meridian
               Bancorp, Inc., dated December 9,
               1994.

EX-99.1

                          EXHIBIT 99.1


             PRESS RELEASE OF MERIDIAN BANCORP, INC.


    MERIDIAN BANCORP, INC. AND UNITED COUNTIES BANCORPORATION
                     TERMINATE MERGER TALKS

     READING, Pa., Dec. 9, 1994 -- Meridian Bancorp, Inc.
(NASDAQ/NMS:MRDN), of Reading, Pa., and United Counties
Bancorporation (NASDAQ:UCTC), of Cranford, N.J., announced today
that as a result of prevailing equity market conditions and an
inability of the parties to agree on certain terms of the plan of
merger, the companies have jointly decided to terminate their
letter of intent and future merger discussions effective
immediately.

     On August 30, 1994, Meridian and UCTC jointly announced the
execution of a letter of intent calling for a fixed exchange
ratio of 5.25 shares of Meridian common stock for each share of
UCTC common stock, with a right on the part of UCTC to terminate
the transaction if the market value of Meridian's stock averaged
less than $27.00 per share during a to-be-defined time period
prior to the closing date.  Under the letter of intent, the
transaction was subject to due diligence reviews and the
negotiation of a definitive merger agreement by November 6, 1994. 
On November 4, 1994, Meridian and UCTC announced that they had
each satisfactorily completed their due diligence processes and
had agreed to extend the letter of intent to December 12, 1994,
in order to provide the time necessary to negotiate a definitive
agreement.

     Meridian Bancorp, Inc., is a $14.8 billion multi-service
banking and financial services holding company with 325 bank
branches located in the eastern half of Pennsylvania, southern
New Jersey and the State of Delaware.