FIRST NATIONAL COMMUNITY BANCORP INC
10-Q, 1998-09-24
NATIONAL COMMERCIAL BANKS
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                                    FORM 10-Q
                       U.S. SECURITIES EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)

     (X)  Quarterly  Report  Pursuant  to Section 13 or 15(d) of the  Securities
Exchange Act of 1934

                  For the quarterly period ended June 30, 1998
                 ----------------------------------------------

                                       OR

     ( )  Transition  Report  Pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934

              For the transition period from _________ to__________

             Commission File Number: to be assigned ________________


                     FIRST NATIONAL COMMUNITY BANCORP, INC.
                     --------------------------------------
             (Exact name of registrant as specified in its charter)


                    Pennsylvania                        23-2900790
                    ------------                     ----------------
          (State or other jurisdiction of            (I.R.S. Employer
          incorporation or organization)             Identification No.)


                             102 East Drinker Street
                           Dunmore, Pennsylvania 18512
                -----------------------------------------------
               (Address of principal executive offices)(Zip Code)

                                 (717) 346-7667
                           --------------------------
              (Registrant's telephone number, including area code)

                                       N/A
                           ---------------------------
              (Former Name, former address and former fiscal year,
                          if changed since last report)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                        Yes [X]               No [ ]
                            ---                  ---

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate  by check mark  whether  registrant  has filed all  documents  and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.

                       Yes [ ]                No [ ]
                           ---                   ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

     Indicate the number of shares  outstanding of each of the issuer's  classes
of Common Stock, as of the latest practicable date.

          Common Stock, $1.25 Par Value                      2
          -----------------------------                   -------
                Class                             Outstanding Shares at
                                                        June 30, 1998

<PAGE>

PART I.   FINANCIAL INFORMATION

     First National Community Bancorp,  Inc. (the "Registrant") was incorporated
to serve as the stock  holding  company for First  National  Community  Bank,  a
National bank (the "Bank") in connection with the Bank's  reorganization  into a
one-bank  holding  company  structure.  As of June  30,  1998,  the Bank has not
completed its reorganization,  and, accordingly, the Registrant has no assets or
liabilities,  has not engaged in any operations or transactions  except pursuant
to the reorganization and currently has $2.50 of initial capitalization.

<PAGE>

     Item 1.  Financial Statements

              N/A

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations

               N/A

     Item 3.  Quantitative and Qualitative Disclosures about
              Market Risk

              N/A

PART II.  OTHER INFORMATION

     Item 1.  Legal Proceedings
              None

     Item 2.  Changes in Securities and Use of Proceeds
              None

     Item 3.  Defaults Upon Senior Securities
              None

<PAGE>

     Item 4.  Submission of Matters to a Vote of Security Holders
              None

     Item 5.  Other information
              None

     Item 6.  Exhibits and Reports on Form 8-K

              a.  Exhibits

     Exhibit      2(a) Plan of  Reorganization,  dated  March 12,  1997,  by and
                  among  Registrant,  First National  Community Interim Bank and
                  First National  Community  Bank,  incorporated by reference to
                  Exhibit  A of the  Proxy  Statement/  Prospectus  included  in
                  Registrant's  Registration  Statement No. 333-24121 on Form S-
                  4, filed with the Commission on March 28, 1997.


    Exhibit       2(b) Plan of Merger,  dated March 12, 1997, by and among First
                  National  Community Interim Bank and First National  Community
                  Bank,  incorporated  by  reference  to  Exhibit B of the Proxy
                  Statement/  Prospectus  included in Registrant's  Registration
                  Statement  No.   333-24121  on  Form  S-  4,  filed  with  the
                  Commission on March 28, 1997.


<PAGE>




    Exhibit       3(i) Articles of Incorporation of Registrant,  incorporated by
                  reference  to  Exhibit  C of the Proxy  Statement/  Prospectus
                  included in Registrant's Registration Statement No. 333- 24121
                  on Form S-4, filed with the Commission on
                  March 28, 1997.

    Exhibit       3(ii)  Bylaws of  Registrant,  incorporated  by  reference  to
                  Exhibit  D of the  Proxy  Statement/  Prospectus  included  in
                  Registrant's Registration Statement No. 333-24121 on Form S-4,
                  filed with the Commission on March 28, 1997.

    Exhibit 27    Financial Data Schedule.

             b.  No reports on Form 8-K were filed for the  quarter  ending June
                 30, 1998.


<PAGE>
                            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 thereunto duly authorized.


                        FIRST NATIONAL COMMUNITY BANCORP, INC.


Date: September 23, 1998                     /s/ J. David Lombardi, President
      ------------------                     ---------------------------------
                                             J. David Lombardi, President
                                             (Chief Executive Officer)

Date: September 23, 1998                     /s/ William S. Lance, Treasurer
      ------------------                     ----------------------------------
                                             William S. Lance, Treasurer
                                            (Chief Financial and Accounting
                                               Officer)

<PAGE>

                                  EXHIBIT INDEX


                                                                 Sequential Page
                                                              Number in Manually
Exhibit Number                                                Signed Original
- --------------                                               ------------------

Exhibit 2(a)   Plan of Reorganization, dated March 12, 1997,
               by and among Registrant,  First  National
               Community  Interim  Bank and  First National
               Community Bank,  incorporated by reference to
               Exhibit A of the  Proxy  Statement/  Prospectus
               included  in  Registrant's Registration
               Statement No. 333-24121 on Form S-4, filed with
               the Commission on March 28, 1997.

Exhibit 2(b)   Plan of Merger, dated March 12,
               1997, by and among First National
               Community Interim Bank and
               First National Community Bank,
               incorporated by reference to
               Exhibit B of the Proxy Statement/
               Prospectus included in Registrant's
               Registration Statement No. 333-24121
               on Form S-4, filed with the Commission
               on March 28, 1997.

Exhibit        3(i) Articles of  Incorporation  of Registrant,
               incorporated  by reference to Exhibit C of the
               Proxy Statement/Prospectus included in Registrant's
               Registration Statement No. 333-24121 on Form S-4,
               filed with the Commission on March 28, 1997.

Exhibit        3(ii) Bylaws of Registrant,  incorporated by reference
               to Exhibit D of the Proxy  Statement/  Prospectus
               included in  Registrant's Registration  Statement
               No. 333-24121 on Form S-4, filed with the
               Commission on March 28, 1997.

Exhibit 27     Financial Data Schedule.                           6


<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                               3
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                          0
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                              0
<ALLOWANCE>                                          0
<TOTAL-ASSETS>                                       0
<DEPOSITS>                                           0
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                                  0
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                             3
<OTHER-SE>                                           0
<TOTAL-LIABILITIES-AND-EQUITY>                       0
<INTEREST-LOAN>                                      0
<INTEREST-INVEST>                                    0
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                                     0
<INTEREST-DEPOSIT>                                   0
<INTEREST-EXPENSE>                                   0
<INTEREST-INCOME-NET>                                0
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                      0
<INCOME-PRETAX>                                      0
<INCOME-PRE-EXTRAORDINARY>                           0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         0
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                          0
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                     0
<CHARGE-OFFS>                                        0
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                    0
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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