SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
(Amendment No. 2)
(Final Amendment)
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of
the Securities Exchange Act of 1934)
PATRIOT BANK CORP.
(Name of the Issuer)
PATRIOT BANK CORP.
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
703356-10-5
(CUSIP Number of Class of Securities)
with a copy to:
Joseph W. Major Jeffrey P. Waldron, Esq.
President and Chief Operating Officer Stevens & Lee
Patriot Bank Corp. 111 N. Sixth Street
High and Hanover Streets P.O. Box 679
Pottstown, Pennsylvania 19464 Reading, Pennsylvania 19603
(610)323-1500 (610)478-2000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing
Statement)
June 27, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
<PAGE>
This Final Amendment to Schedule 13E-4 is being filed in
accordance with Rule 13e-4(c)(3) under the Securities Exchange
Act of 1934 and General Instruction D to Schedule 13E-4.
The tender offer by Patriot Bank Corp., a Pennsylvania
corporation (the "Company"), for any and all shares of its common
stock, par value $.01 per share (the "Shares"), at a price of
$18.00 per Share, net to the seller in cash, to which this
Schedule 13E-4 relates terminated at 5:00 P.M., Eastern time,
July 28, 1997. Pursuant to the offer, approximately 449,000
Shares were tendered and have been, or will be, purchased by the
Company at a price of $18.00 per Share.
<PAGE>
SIGNATURE
After due 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.
PATRIOT BANK CORP.
By:/s/ Richard A. Elko
(Signature)
___________________________________
Richard A. Elko,
Chief Financial Officer
Date: July 30, 1997
