TOMPKINS COUNTY TRUSTCO INC
8-K, 1998-02-12
STATE COMMERCIAL BANKS
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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): February 11, 1998


                               ------------------


                          TOMPKINS COUNTY TRUSTCO, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


            NEW YORK                   1-12709                161482357-8
- -------------------------------------------------------------------------------
        (State of other        (Commission File Number)    (I.R.S. Employer
 jurisdiction of Incorporation)                               I.D. Number)

                                    --------


       P.O. Box 460, The Commons, Ithaca, New York                  14851
- --------------------------------------------------------------------------------
         (Address of Principal Executive Offices)                 (Zip Code)


                                 (607) 273-3210
               (Registrant's Telephone Number including area code)




                                Page 1 of 5 pages
                             Exhibit Index on page 4


<PAGE>


Item 5.  Other Events

         On February 10, 1998,  Tompkins  County  Trustco,  Inc. (the "Company")
announced that its Board of Directors approved a 3-for-2 stock split in the form
of a dividend (the "Stock  Split"),  said Stock Split to be payable on March 15,
1998 to shareholders of record as of March 1, 1998. The press release announcing
the Stock Split is attached as Exhibit  99.1 to this report and is  incorporated
by reference herein.

Item 7.  Financial Statements and Exhibits

                  Exhibit 99.1  Press Release dated February 10, 1998 announcing
                                the Stock Split.




                                       2
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                       TOMPKINS COUNTY TRUSTCO, INC.


                                       By: /s/ JAMES J. BYNRES
                                          --------------------------------------
                                               James J. Byrnes
                                               Chairman of the Board, President
                                               and Chief Executive Officer


Date:  February 12, 1998



                                       3
<PAGE>


                                 EXHIBIT INDEX



Exhibit 99.1     Press Release  dated  February 10, 1998  announcing  the Stock
                 Split.







                                       4




                                                                    EXHIBIT 99.1


                                             For additional information, contact
                                                James J. Byrnes, President & CEO
                                                                  (607) 273-3210

FOR IMMEDIATE RELEASE

February 10, 1998


         Tompkins County Trustco, Inc. (TMP - American Stock Exchange) announced
today that its Board of Directors  approved on February  10, 1998,  payment of a
regular  quarterly  cash dividend of $.32 per share payable on March 15, 1998 to
common stock  shareholders  of record on March 1, 1998.  In addition,  the Board
approved  payment of a 3-for-2  stock split of the  Corporation's  common stock,
also payable on March 15, 1998 to common stock  shareholders  of record on March
1, 1998.  The cash dividend  represents  payment of the same per share amount as
paid in the fourth  quarter of 1997 and an increase of 6.7% over the amount paid
in the  comparable  quarter of 1997.  The stock  split  will  result in 50% more
shares  outstanding to a new total of approximately  4,888,210 common shares and
will  not  change  the par  value  or the  authorized  shares  of  common  stock
authorized by the corporate charter.

         The cash dividend and 3-for-2 stock split reflect  continued  favorable
operating  results of the Company  which  earlier  reported  fourth  quarter net
income of $2.4 million;  an increase of 10.6% over the same quarter in 1996, and
earnings  per  share of $.73 for the  quarter;  an  increase  of 14.1%  over the
comparable period in 1996.


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