FINANCIAL TRUST CORP
10-C, 1996-06-17
STATE COMMERCIAL BANKS
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                                   Form 10-C


                       Securities and Exchange Commission
                              Washington, DC 20549


Report by issuer of securities quoted on The Nasdaq Stock Market, filed pursuant
to Section 13 or 15 (d) of the  Securities  Exchange Act of 1934 and Rule 13a-17
or 15d-17 thereunder.

EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER: Financial Trust Corp
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 1415 Ritner Highway, Carlisle, PA 17013
ISSUER'S TELEPHONE NUMBER (INCLUDING AREA CODE):  (717) 243-8003

I.  Change in Number of Shares Outstanding

Indicate any change (increase or decrease) of five percent or more in the number
of shares outstanding:
1.       Title of security    Financial Trust Corp (FITC)   Common Stock
2.       Number of shares outstanding before the change       7,765,443
3.       Number of shares outstanding after the change        8,540,595
4.       Effective date of change   June 17, 1996
5.       Method of change: Specify method (such as merger, acquisition,
         exchange, distribution, stock split, reverse split,
         acquisition of stock for treasury, etc.) stock dividend

Give brief description of transaction: a 10% stock dividend, less fractional 
shares, fractional shares paid out in cash

         

June 17, 1996                      /s/ LAUREN L. SHUTT
DATE                               ------------------------------
                                   Secretary
                                   OFFICER'S SIGNATURE AND TITLE



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