SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_____________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(b) and (c) AND AMENDMENTS THERETO FILED PURSUANT TO
13d-2(b)
(Amendment No. 1)
Patriot Bank Corp.
(Name of Issuer)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
703356-10-5
(CUSIP Number)
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CUSIP No. 703356-10-5
1. Name of Reporting Persons
IRS Identification No. of Above Persons (Entities Only)
Patriot Bank Employee Stock Ownership Plan
IRS I.D. No. 23-2820537
2. Check the Appropriate Box if a Member of a Group
(a) [ ] (b) [X]
3. SEC Use Only
_____________________________________________________________
4. Citizenship or Place of Organization Pennsylvania
Number of 5. Sole Voting Power -0-
Shares
Beneficially 6. Shared Voting Power 356,857
Owned By
Each Reporting 7. Sole Dispositive Power 356,857
Person
With 8. Shared Dispositive Power -0-
9. Aggregate Amount Beneficially Owned by Each Person 441,414
10. Check Box if the Aggregate Amount in Row 9 Excludes
Certain Shares* [ ]
11. Percent of Class Represented by Amount in Row 9 10.1%
12. Type of Reporting Person* EP
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Item 1(a) Name of Issuer:
Patriot Bank Corp.
Item 1(b) Address of Issuer's Principal Executive Offices:
High and Hanover Streets
Pottstown, Pennsylvania 19464
Item 2(a) Name of Person Filing:
Patriot Bank Employee Stock Ownership Plan
Trustee: Meridian Trust Company
P.O. Box 1102
Reading, Pennsylvania 19603
Item 2(b) Address of Principal Business Office or, if None,
Residence: High and Hanover Streets
Pottstown, Pennsylvania 19464
Item 2(c) Citizenship:
Pennsylvania chartered commercial bank's employee
stock benefit plan organized in Pennsylvania
Item 2(d) Title of Class of Securities: Common Stock, par
value $.01 per share
Item 2(e) CUSIP Number: 703356-10-5
Item 3 The person filing this statement is an employee
benefit plan which is subject to the provisions of
the Employee Retirement Income Security Act of
1974.
Item 4 Ownership: As of December 31, 1997, the reporting
person beneficially owned 441,414 shares of the
issuer. This number of shares represents 10.1% of
the common stock, par value $.01, of the issuer,
based upon 4,358,468 shares of such common stock
outstanding as of December 31, 1997. As of
December 31, 1997, the reporting person had sole
power to vote or to direct the vote of none of the
shares and shared voting power over 356,857
shares. The reporting person had the sole power
to dispose or direct the disposition of 356,857
shares of common stock.
Item 5 Ownership of Five Percent or Less of a Class.
N/A
Item 6 Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
N/A
Item 8 Identification and Classification of Members of
the Group.
N/A
Item 9 Notice of Dissolution of Group.
N/A
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 are not acquired in connection with
or as a participant in any transaction having such
purpose or effect.
SIGNATURE
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 13, 1998
(Date)
/s/ Richard A. Elko
(Signature)
Chief Financial Officer
(Title)
