MAIN STREET BANCORP INC
8-A12G, 1998-04-30
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-A

For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934



                Main Street Bancorp, Inc.             
(Exact name of registrant as specified in its charter)


      Pennsylvania                                Applied For   
(State of Incorporation                       (I.R.S. Employer
   or organization)                          Identification No.)


    601 Penn Street
  Reading, Pennsylvania                             19603       
 (Address of principal                            (Zip Code)
  executive offices)


If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A.(c)(1), please check the following box.  [ ]

If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A.(c)(2),
please check the following box.  [ ]

Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class           Name of each exchange on which
     to be so registered           each class is to be registered

           None                            Not Applicable        


Securities to be registered pursuant to section 12(g) of the Act:

                    Common Stock, $1.00 Par Value               
                         (Title of class)
<PAGE>
Item 1.   Description of Registrant's Securities to be
          Registered.

     The description of the Registrant's Common Stock, $1.00 par
value, is incorporated herein by reference to "DESCRIPTION OF THE
HOLDING COMPANY -- Authorized Capital Stock" set forth in
Registration Statement No. 333-44697 on Form S-4 filed with the
Commission on January 22, 1998.

Item 2.   Exhibits.

          1.   Specimen Common Stock Certificate.

          2.   Articles of Incorporation of Main Street Bancorp,
               Inc.  (Incorporated herein by reference to
               Exhibit 3.1 of Registration Statement No. 333-
               44697 on Form S-4 filed with the Commission on
               January 22, 1998).

          3.   Bylaws of Main Street Bancorp, Inc.  (Incorporated
               herein by reference to Exhibit 3.2 of Registration
               Statement No. 333-44697 on Form S-4 filed with the
               Commission on January 22, 1998).
<PAGE>
                            SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly authorized this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.

                              MAIN STREET BANCORP, INC.
                              (Registrant)


Date:  April 29, 1998         By/s/ Nelson R. Oswald             
                                   Nelson R. Oswald,
                                   Chairman, President and Chief
                                   Executive Officer
<PAGE>
                          EXHIBIT INDEX

NUMBER         DESCRIPTION


 1.       Specimen Common Stock Certificate.

 2.       Articles of Incorporation of Main Street Bancorp, Inc. 
          (Incorporated herein by reference to Exhibit 3.1 of
          Registration Statement No. 333-44697 on Form S-1 filed
          with the Commission on January 22, 1998).

 3.       Bylaws of Main Street Bancorp, Inc.  (Incorporated
          herein by reference to Exhibit 3.2 of Registration
          Statement No. 333-44697 on Form S-1 filed with the
          Commission on January 22, 1998).


                                                       Exhibit 1

                SPECIMEN COMMON STOCK CERTIFICATE

                    MAIN STREET BANCORP, INC.
 INCORPORATED UNDER THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA
     Authorized Shares 50,000,000 Par Value $1.00 Per Share

          This Certifies that ______________________, is the
owner of ________________ Shares of Main Street Bancorp, Inc.
full paid and non-assessable transferable only on the books of
the Corporation in person or by Attorney upon surrender of this
Certificate properly endorsed.

          IN WITNESS WHEREOF, the said Corporation has caused
this Certificate to be signed by its duly authorized officers and
its Corporate Seal to be hereunto affixed this _______ day of
________________ A.D. 19___.


                              ___________________________________
                              President

                              ___________________________________
                              Secretary



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