CFX: Acquires Portsmouth Savings Bank

Contact:
For CFX Corporation: Mark A. Gavin, Executive Vice
                     President/COO - (603) 352-2502
For Portsmouth Bank Shares, Inc.: Robert W. Simpson,
                                  Chairman of the Board - (603) 436-6630




                       CFX CORPORATION
                         TO ACQUIRE
                PORTSMOUTH BANK SHARES, INC.
                              
                              
                              
     Keene, N.H., February 13, 1997 - CFX Corporation (AMEX:
CFX), headquartered in Keene, New Hampshire and Portsmouth
Bank Shares, Inc., (NASDAQ: POBS), headquartered in
Portsmouth, New Hampshire, announced today that they have
signed a definitive agreement under which CFX will acquire
Portsmouth and Portsmouth Savings Bank, Portsmouth's bank
subsidiary.

     Subsequent to the effective date of the merger,
Portsmouth Savings Bank will be merged into and operate as
the Portsmouth Savings Division of CFX's New Hampshire
banking subsidiary, CFX Bank.

     Pursuant to the definitive agreement, each outstanding
share of Portsmouth Common Stock will be converted into .95
share of CFX Common Stock. If the average price of CFX
Common Stock for the ten trading days preceding the last
regulatory approval required for the transaction is below
$15.70, the exchange ratio becomes 1.05 shares, and the
exchange ratio floats between .95 and 1.05 shares if the
average price of CFX Common Stock is between $17.375 and
$15.70. Portsmouth may terminate the agreement if the
average price of CFX Common Stock is below $14.20 per share
unless CFX agrees to increase the exchange ratio.

     Three Portsmouth Directors will join the CFX Board and
two will become Directors of CFX Bank. The transaction is
tax free to the shareholders of Portsmouth and is subject to
regulatory approval  and the approval of both CFX's and
Portsmouth's shareholders. It is anticipated that the
transaction will be accounted for by the pooling-of-
interests method of accounting.


     Based on the closing price of CFX Common Stock on
February 12, 1997 of $18.50, the indicated value of the
transaction would be $17.58 per Portsmouth share, for a
total aggregate consideration of approximately $106 million.
The agreement also provides CFX with an option to acquire up
to 19.9% of the outstanding shares of Portsmouth Common
Stock under certain circumstances.

     In announcing the transaction, Peter J. Baxter,
President and  Chief  Executive  Officer of CFX Corporation
stated, "Portsmouth Savings Bank is a strong community bank
located in the seacoast region of Rockingham County, one of
the most attractive banking markets in the state. Increased
penetration into higher growth markets has been a strategic
objective of CFX and Portsmouth is a natural extension of
our current banking system. We look forward to serving the
customers and communities of Portsmouth Savings by providing
the same level of personal service to customers that
Portsmouth has so effectively delivered over the years."

     Mr. Baxter added, "CFX plans to add significantly to
Portsmouth's asset base upon completion of the acquisition.
The core deposit base, strong capital position, and highly
liquid asset structure at Portsmouth will allow CFX to
continue to generate earning assets at the pace we have seen
in recent years. Additionally, we look forward to
capitalizing on the attractive economic conditions in New
Hampshire's seacoast region by integrating our investment
and trust services, mortgage banking, and  commercial
banking services with the strong community presence
Portsmouth Savings Bank has developed since its inception
in 1823.

     We anticipate that after efficiencies resulting from
consolidation, and after certain balance sheet
restructuring, the transaction will be accretive to both
earnings per share and book value per share, making the
acquisition beneficial to shareholders of both CFX
Corporation and Portsmouth Bank Shares, Inc. Upon
consummation of the merger, CFX will take a special charge
of approximately $2.9 million to earnings for one-time costs
of the transaction."

     Robert W. Simpson, Chairman of the Board of Directors
of Portsmouth Bank Shares, Inc. said, "We are pleased to
affiliate with a strong, well-managed and locally controlled
financial institution. The CFX organization allows our
customers access to a greatly expanded menu of financial
services and resources. Our strong heritage as a community
bank blends very well with CFX's strong banking heritage."

     CFX Corporation is a multi-bank holding company with
total assets of $1.6 billion as of December 31, 1996. The
Company's three banking subsidiaries are CFX Bank,
headquartered in Keene, New Hampshire, Orange Savings Bank,
headquartered in Orange, Massachusetts, and The Safety Fund
National Bank, headquartered in Fitchburg, Massachusetts.
CFX Mortgage, Inc., CFX Bank's mortgage banking subsidiary,
services approximately $765 million in mortgage loans for
others. In addition, CFX Funding L.L.C., a 51% owned
subsidiary of CFX Bank that engages in the facilitation of
lease financing and rated securitizations, now services over
$100 million in leases for others. The Company operates 42
full service offices, 2 loan production offices, and 68
automated teller and remote service banking locations in New
Hampshire and central Massachusetts, and operates a trust
division with $370 million in assets under management.




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