FIRST NATIONAL COMMUNITY BANCORP INC
SC 13D, 1998-08-03
NATIONAL COMMERCIAL BANKS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                             (Amendment No._______)*

                     First National Community Bancorp, Inc.
             -------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, Par Value $1.25 Per Share
             -------------------------------------------------------
                         (Title of Class of Securities)

                                  Applied For
            --------------------------------------------------------
                                 (CUSIP Number)

   William S. Lance, 102 E. Drinker Street, Dunmore, PA 18512, (717) 346-7667
           -----------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive Notices
                              and Communications)

                                  July 1, 1998
           ----------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously  filed a statement on Schedule 13G to report
the  acquisition  which is the subject of this  Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person:  (1) has a previous statement on file
reporting  beneficial  ownership  of more  than  five  percent  of the  class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7).

Note: Six copies of this statement, including all exhibits, should be filed with
the  Commission.  See Rule  13d-1(a) for other  parties to whom copies are to be
sent.

*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent   amendment   containing   information  which  would  alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

<PAGE>
                                                                                
                                   Page 2 of 6

                                  SCHEDULE 13D


 1.      NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Louis A. DeNaples


 2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ]


 3.      SEC USE ONLY


 4.      SOURCE OF FUNDS

         PF (Personal Funds)


 5.      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
          TO ITEMS 2(d) or 2(e)       [     ]


 6       CITIZENSHIP OR PLACE OF ORGANIZATION

         United States of America

  NUMBER OF                7  SOLE VOTING POWER                        81,727
   SHARES
BENEFICIALLY               8  SHARED VOTING POWER                       3,472
  OWNED BY
    EACH                   9  SOLE DISPOSITIVE POWER                   81,727
  REPORTING
   PERSON                  10 SHARED DISPOSITIVE POWER                  3,472
    WITH


11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         85,199

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
          CERTAIN SHARES [   ]


13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         7.10%

14       TYPE OF REPORTING PERSON

         IN (Individual)


<PAGE>
                                   Page 3 of 6

 1.      NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

         Dominick L. DeNaples


 2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ]


 3       SEC USE ONLY


 4       SOURCE OF FUNDS

         PF (Personal Funds)


 5       CHECK BOX IF DISCLOSURE  OF LEGAL  PROCEEDINGS  IS REQUIRED  PURSUANT
          TO ITEMS 2(d) or 2(e) [   ]

 6       CITIZENSHIP OR PLACE OF ORGANIZATION

         United States of America


  NUMBER OF                7  SOLE VOTING POWER                        74,817
   SHARES
BENEFICIALLY               8  SHARED VOTING POWER                       6,000
  OWNED BY
    EACH                   9  SOLE DISPOSITIVE POWER                   74,817
  REPORTING
   PERSON                  10 SHARED DISPOSITIVE POWER                  6,000
    WITH


11       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         80,817

12       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
          SHARES[ ]


13       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         6.74%

14       TYPE OF REPORTING PERSON

         IN (Individual)


<PAGE>

                                   Page 4 of 6

Item 1.     Security and Issuer

This  statement  relates to the  common  stock,  par value  $1.25 per share (the
"Common Stock"), of First National Community Bancorp,  Inc. (the "Issuer").  The
principal  executive offices of the Issuer are located at 102 E. Drinker Street,
Dunmore, Lackawanna County, Pennsylvania 18512; telephone number (717) 348-7667.

Item 2.     Identity and Background

The following information is with respect to the Reporting Persons:

     (a) Louis A. DeNaples

     (b) Elmhurst Blvd., Box 4375, Moscow, PA 18444

     (c) President; DeNaples Auto Parts, Inc., Mill Street, Dunmore, PA 18505

     (d) During the last five years, the Reporting Person has not been convicted
         in a criminal proceeding.

     (e) During the last five years,  the Reporting  Person has not been a party
         to a civil proceeding or administrative  body and was or is not subject
         to a judgment, decree or final order enjoining future violations of, or
         prohibiting  or  mandating  activities  subject  to,  federal  or state
         securities laws or finding any violation with respect to such laws.

     (f) United States of America.


     (a) Dominick L. DeNaples

     (b) 1000 October Drive, Dunmore, PA 18505

     (c) Vice President; DeNaples Auto Parts, Inc., Mill Street,
         Dunmore, PA 18505

     (d) During the last five years, the Reporting Person has not been convicted
         in a criminal proceeding.

     (e) During the last five years,  the Reporting  Person has not been a party
         to a civil proceeding or administrative  body and was or is not subject
         to a judgment, decree or final order enjoining future violations of, or
         prohibiting  or  mandating  activities  subject  to,  federal  or state
         securities laws or finding any violation with respect to such laws.

     (f) United States of America.

Item 3.     Source and Amount of Funds or Other Considerations

These shares have been  acquired by the DeNaples  pursuant to the formation of a
holding company by First National Community Bank. Under a Plan of Merger between
First National  Community Interim Bank and First National  Community Bank, dated
March 12, 1997,  each  outstanding  share of First  National  Community Bank was
exchanged for one share of the Issuer. The DeNaples acquired all of their shares
in the Issuer by virtue of this transaction.

Item 4.     Purpose of Transaction

(See  Item  3) The  shares  are  held by the  Reporting  Person  for  investment
purposes. The Reporting Person has no plans or proposals that relate to or would
result in:


<PAGE>

                                   Page 5 of 6

     (a)  The acquisition by any person of additional  securities of the Issuer,
          or the disposition of securities of the issuer;


     (b)  An   extraordinary   corporate   transaction,   such   as  a   merger,
          reorganization  or  liquidation,  involving  the  Issuer of any of its
          subsidiaries;

     (c)  A sale or transfer of a material amount of assets of the Issuer or any
          of its subsidiaries;

     (d)  Any change in the present  board of  directors  or  management  of the
          Issuer,  including any plans or proposals to change the number of term
          of directors or to fill any existing vacancies on the board;

     (e)  Any material change in the present  capitalization  or dividend policy
          of the Issuer;

     (f)  Any  other  material  change in the  Issuer's  business  or  corporate
          structure  including but not limited to, if the Issuer is a registered
          closed-end  investment  company,  any plans or  proposals  to make any
          changes  in its  investment  policy  for which a vote is  required  by
          section 13 of the Investment Company Act of 1940;

     (g)  Changes in the Issuer's charter,  bylaws or instruments  corresponding
          thereto or other actions which may impede the  acquisition  of control
          of the Issuer by any person;

     (h)  Causing a class of  securities  of the  Issuer to be  delisted  from a
          national securities exchange or to cease to be authorized to be quoted
          in  an  inter-dealer   quotation  system  of  a  registered   national
          securities association;

     (i)  A class of equity  securities  of the  Issuer  becoming  eligible  for
          termination of registration  pursuant to Section  12(g)(4) of the Act;
          or

     (j)  Any action similar to any of those enumerated above.

Item 5.     Interest in Securities of the Issuer

     (a)  Aggregate  number  of  shares  and  percentage  of the class of shares
          identified pursuant to Item 1.

     (b) SOLE VOTING POWER                            156,544

         SHARED VOTING POWER                            9,472

         SOLE DISPOSITIVE POWER                       156,544

         SHARED DISPOSITIVE POWER                       9,472

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer

     None.

Item 7.     Material to be Filed as Exhibits

     None.

<PAGE>

                                   Signature

     After  reasonable  inquiry and to the best of my knowledge  and belief,  we
certify that the information  set forth in this statement is true,  complete and
correct.


                                                     /s/ Louis A. DeNaples
                                                     ----------------------   
                                                     Louis A. DeNaples



                                                     /s/ Dominick L. DeNaples
                                                     -----------------------  
                                                     Dominick L. DeNaples


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