CITIZENS BANCORP /MD/
10-Q, 1995-11-08
STATE COMMERCIAL BANKS
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                            FORM 10-Q

               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20949

          QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
             THE SECURITIES AND EXCHANGE ACT OF 1934




For The Quarter Ended September 30, 1995   Commission File No.0-10680


                       CITIZENS BANCORP                           
    (exact name of registrant as specified in its charter)


          Maryland                              52-1239452        
(State or other jurisdiction of             (I.R.S. Employer 
 incorporation of organization)            identification No.)


              14401 Sweitzer Lane, Laurel, MD 20707               
           (Address of principal executive offices)


                         (301) 206-6080                          
      (Registrant's telephone number, including area code)



                                                                 
             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         

     As of October 19, 1995, registrant has 15,050,195 shares of
<PAGE>
                              INDEX

                CITIZENS BANCORP AND SUBSIDIARIES



PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements (Unaudited)


     Consolidated Statements of Condition - September 30, 1995   
and December 31, 1994.

     Consolidated Statements of Income - Three months ended
     September 30, 1995 and 1994 and Nine months ended
     September 30, 1995 and 1994.

     Consolidated Statements of Changes in Stockholders' Equity -
     Nine months ended September 30, 1995 and 1994.

     Consolidated Statements of Cash Flows - Nine months ended
     September 30, 1995 and 1994.

     Notes to Consolidated Financial Statements.


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




PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

Item 2.  Changes in Securities

Item 3.  Defaults Upon Senior Securities

Item 4.  Submission of Matters to a Vote of Security Holders

Item 5.  Other Information

Item 6.  Exhibits and Reports on Form 8-K

SIGNATURES


<PAGE>
<PAGE>
<TABLE>

PART I,  ITEM 1 (Continued)

          
                      CITIZENS BANCORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF INCOME
                (Dollars in Thousands, Except Per Share Data)
<CAPTION>
                                        For Three Months      For Nine Months
                                       Ended September 30,   Ended September 30,
                                          1995     1994        1995      1994
<S>                                         <C>       <C>        <C>       <C>  
Interest Income
Interest and Fees on Loans               
  and Leases                            $43,680   $36,407   $127,082  $104,868
Interest and Dividends on Securities:
  Securities Available for Sale           5,349     3,741     16,621     7,884
  Taxable Investment Securities          15,567    14,995     48,127    43,058
  Tax-exempt Investment Securities          543       596      1,685     1,828
Interest on Federal Funds Sold    
  and Securities Purchased 
  Under Resale Agreements                             104                  530
      Total Interest Income              65,139    55,843    193,515   158,168
     
Interest Expense
Interest on Deposits                     24,357    17,778     65,355    53,216
Interest on Short-term Borrowings         6,623     4,477     25,300     7,436
     Total Interest Expense              30,980    22,255     90,655    60,652

Net Interest Income                      34,159    33,588    102,860    97,516
Provision for Loan Losses                (1,825)   (1,590)    (5,120)   (4,820)

Net Interest Income After
  Provision for Loan Losses              32,334    31,998     97,740    92,696
        
Other Income
Service Charges on Deposit Accounts       5,116     5,140     15,031    14,905 
Other Service Charges and Fees            2,312     1,754      6,029     4,757
Other                                     2,698     2,398      7,671     7,257
     Total Other Income                  10,126     9,292     28,731    26,919

Other Expenses
Compensation and Employee Benefits       14,705    13,706     42,822    40,705
Occupancy and Equipment                   5,513     6,000     16,940    16,477
Other                                     7,010     8,569     23,561    25,483
     Total Other Expenses                27,228    28,275     83,323    82,665

Income Before Income Taxes               15,232    13,015     43,148    36,950
Income Taxes                              5,783     4,955     16,321    13,921
Net Income                              $ 9,449   $ 8,060   $ 26,827  $ 23,029
                                                                           
                   
Per Share of Common Stock
     Net Income                         $   .63   $   .54   $   1.79  $   1.55
</TABLE>
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements  

                       CITIZENS BANCORP AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CONDITION
                 (Dollars In Thousands, Except Per Share Data)
<CAPTION>

                                             September 30,  Dec. 31,
                                                1995          1994   
<S>                                                <C>           <C>
Assets
Cash and Cash Equivalents . . . . . . . .    $ 199,324   $   215,114
Securities Available for Sale                  391,334       232,150
Investment Securities (fair value
  of $1,064,173 and $1,132,082 
  in 1995 and 1994 respectively)              1,075,699    1,195,219
Loans and Leases   . . . . . . . . . . .      2,138,687    1,965,767
  Less Unearned Income on Loans . . . . .         6,514       12,556
     Total Loans                              2,132,173    1,953,211
  Less Allowance for Loan Losses. . . . .        34,404       32,249 
     Net Loans and Leases . . . . . . . .     2,097,769    1,920,962 
Premises and Equipment, Net . . . . . . .        55,684       57,872 
Accrued Income and Other Assets . . . . .        63,937       66,811
     Total Assets . . . . . . . . . . . .    $3,883,747   $3,688,128
</TABLE>
<TABLE>
<CAPTION>
Liabilities
<S>                                                 <C>          <C> 
Deposits:
  Noninterest-bearing  . . . . . . . .       $  654,162   $  692,025
  Interest-bearing . . . . . . . . . .        2,337,790    2,090,250   
     Total Deposits . . . . . . . . . .       2,991,952    2,782,275
Short-term Borrowings . . . . . . . . . .       550,439      588,295
Other Liabilities . . . . . . . . . . . .        13,773       11,179
     Total Liabilities  . . . . . . . .       3,556,164    3,381,749 

Stockholders' Equity
Preferred Stock, $10.00 Par Value;
  2,500,000 Shares; Outstanding, None
Common Stock, $2.50 Par Value;
  125,000,000 Shares Authorized;
  15,030,096 Shares Issued (1995) and
  14,931,843 (1994)  . . . . . . . . . .         37,575       37,330
Capital Surplus . . . . . . . . . . . . .       119,373      116,939
 Retained Earnings . . . . . . . . . . . .      169,165      154,948
Net Unrealized Gain(Loss) on
  Securities Available for Sale . . . . .         1,470       (2,838)
     Total Stockholders' Equity . . . .         327,583      306,379
     Total Liabilities and                                 
         Stockholders' Equity . . . . . .    $3,883,747   $3,688,128
</TABLE>
PAGE
<PAGE>
<TABLE>
PART I, Item 1 (Continued)

                               CITIZENS BANCORP AND SUBSIDIARIES
                              CONSOLIDATED STATEMENTS OF CHANGES
                                    IN STOCKHOLDERS' EQUITY
                         (Dollars In Thousands, Except Per Share Data)
<CAPTION>
                                                                           Net 
                                                                       Unrealized
                                                                       Gain (Loss)
                                                                       on Securities
                                    Common     Capital     Retained      Available
                                    Stock      Surplus     Earnings      for Sale    Total
<S>                                     <C>         <C>          <C>          <C>        <C>   

Balance, 
  January 1, 1994 . . . . . . .    $ 37,012    $113,684    $139,980    $    -      $290,676
     Net Income . . . . . . . .                              23,029                  23,029
     Effect of Adopting SFAS 115                                                      
       at Jan. 1, 1994                                                      603         603
     Cash Dividends Paid On
       Common Stock . . . . . .                             (12,040)                (12,040)
     Shares of Common Stock
       Sold . . . . . . . . . .         241       2,433                               2,674    
     Net Unrealized Loss on
       Securities Available 
       for Sale                                                           (2,174)    (2,174)
                                                           

  
Balance, 
  September 30, 1994 . . . . . . . .$ 37,253   $116,117    $150,969    $  (1,571)  $302,768

  
Balance,
  January 1, 1995 . . . . . . .    $ 37,330    $116,939    $154,948    $  (2,838)  $306,379 
     Net Income . . . . . . . .                              26,827                  26,827   
     Cash Dividends Paid On
       Common Stock . . . . . .                             (12,610)                (12,610)  
     Shares of Common Stock
       Sold . . . . . . . . . .         245       2,434                               2,679   
     Net Unrealized Gain on 
       Securities Available                                                           
       for Sale                                                            4,308      4,308

Balance,
 September 30, 1995 . . . . . . . .$ 37,575    $119,373    $169,165    $   1,470   $327,583

</TABLE>
<PAGE>  
<TABLE>
 PART I, Item 1  (Continued)

                   CITIZENS BANCORP AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF CASH FLOW
                        (Dollars In Thousands)
<CAPTION>
                                                 For Nine Months
                                               Ended September 30,    
                                                 1995        1994  
<S>                                                  <C>          <C> 
Cash Flows From Operating Activities
  Net Income . . . . . . . . . . . . . .     $   26,827   $   23,029
    Adjustments to Reconcile Net Income to                     
    Net Cash Provided by Operating Activities: 
    Net Loans Held for Resale  . . . . .        (11,619)      (6,306)  
    Provision for Loan Losses  . . . .            5,120        4,820   
    Provision for Loss on Real Estate 
        Acquired in Settlement of Loans           1,260        3,080
    Depreciation and Amortization. . . .          5,348        4,658  
    Amortization of Intangible Assets. .          1,087          834   
    Net Amortization of Premium 
        on Securities .                            364         3,293
    Increase in Accrued Interest 
        Receivable and Other Assets              (3,378)      (2,331)  
    Increase (Decrease)in Other
        Liabilities                               1,761          (57)
    Other . . . . . . . . . . . . . . .            (771)         (66)
        Net Cash Provided by 
          Operating Activities  . . . .      $   25,999   $   30,954   
     
<PAGE>
Cash Flows From Investing Activities
  Proceeds from Maturities of                     
    Investment Securities: 
        Available for Sale . . . . . . .     $   79,849   $   93,357  
        Held to Maturity . . . . . . . .        139,447      229,560
  Purchases of Investment Securities:
        Available for Sale . . . . . . .       (231,595)    (242,963)  
        Held to Maturity . . . . . . . .        (20,940)    (338,515)
  Net Increase in Loans
        and Lease Receivables  . . . . .       (171,361)     (80,188)
  Purchases of Premises and Equipment            (3,249)      (7,561)
  Proceeds from Sale of Real Estate
        Acquired in Settlement of Loans           6,359        2,335
  Development Costs of Real Estate
        Acquired in Settlement of Loans          (2,260)      (2,223)
  Other                                              71           49
        Net Cash Used in
        Investing Activities . . . . . . .   $ (203,679)  $ (346,149)
          
<PAGE>



<PAGE>
PART I, Item 1 (Continued)
                                                  For Nine Months
                                                Ended September 30,  
                                                 1995        1994  

Cash Flows From Financing Activities
  Net (Decrease) Increase in Noninterest-
      bearing Deposits . . . . . . . . . .     $ (37,863)  $  27,862 
  Net Increase in Interest-bearing
      Deposits . . . . . . . . . . . . . .       247,540    (110,369)
  Net (Decrease)Increase in Short-term 
    Borrowings . . . . . . . . . . . . .         (37,856)    493,110   
  Sale of Common Stock . . . . . . . . .           2,679       2,674
  Cash Dividends Paid on Common Stock  .         (12,610)    (12,040) 

          Net Cash Provided by Financing
            Activities . . . . . . . . .       $ 161,890   $ 401,237 

Net (Decrease)Increase in Cash and Cash 
  Equivalents  . . . . . . . . . . . . .         (15,790)     86,042   

Cash and Cash Equivalents, Beginning
  of Period  . . . . . . . . . . . . . .         215,114     194,729 


Cash and Cash Equivalents, End of 
  Period   . . . . . . . . . . . . . . .       $ 199,324   $ 280,771 

</TABLE>
<PAGE>
<PAGE>
PART I, Item 1 (Continued)


                CITIZENS BANCORP AND SUBSIDIARIES
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          For the Nine months Ended September 30, 1995


NOTE 1.  UNAUDITED FINANCIAL STATEMENTS

     The accompanying unaudited, consolidated, financial statements
have been prepared by Citizens Bancorp in accordance with generally
accepted accounting principles, pursuant to the rules and
regulations of the Securities and Exchange Commission.  Certain
information and footnote disclosures normally included in financial
statements have been condensed or omitted pursuant to such rules
and regulations, although management believes that the disclosures
are adequate to make the information presented not misleading.  In
the opinion of management, all adjustments made to the unaudited
interim financial statements were of a normal recurring nature.  It
is suggested that these condensed financial statements be read in
conjunction with the financial statements and the notes thereto
included in the Citizens Bancorp and Subsidiaries' Annual Report to
Stockholders for the year ended December 31, 1994.


NOTE 2.  EARNINGS PER SHARE

     Earnings per share have been calculated on the basis of the
weighted average number of shares outstanding for the applicable
periods.  Weighted average number of shares were 14,992,090 and   
14,863,013 for the nine months ended September 30, 1995 and 1994,
respectively.


NOTE 3.  SUPPLEMENTAL CASH FLOW INFORMATION

     Interest paid during the nine months ended September 30, 1995
and 1994 was approximately $89.8 million and $61.2 million,
respectively.  In addition, the Corporation paid income taxes of
approximately $17.1 million and $14.7 million during the nine
months ended September 30, 1995 and 1994, respectively.

     In  non-cash investing activities, the Corporation transferred
$1.1 million to Real Estate Acquired in Settlement of Loans from
Loans Receivable during the nine months ended September 30, 1995. 
  

<PAGE>
<PAGE>
NOTE 4.  NEW ACCOUNTING PRONOUNCEMENTS 


     Citizens Bancorp adopted SFAS No. 114, Accounting by Creditors
for Impairment of a Loan, effective January 1, 1995. This statement
requires the Corporation to measure the value of each impaired loan
based on the present value of its expected future cash flows
discounted at the loan's effective interest rate or, as a practical
expedient, the loans observable market price or the fair value of
the collateral if the loan is collateral dependent. On January 1,
1995, Citizens Bancorp also adopted SFAS No. 118, Accounting by
Creditors for Impairment of a Loan - Income Recognition and
Disclosures.  This statement amends SFAS No. 114 to allow creditors
to use existing methods for recognizing interest income on impaired
loans.  The adoption of these statements did not have a material
impact on its financial position or results of operations for the
nine months ended September 30, 1995. 

     
<PAGE>
   <PAGE<TABLE>
PART I, Item 2  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                CONDITION AND RESULTS OF OPERATIONS
                                
                CITIZENS BANCORP AND SUBSIDIARIES

          (Dollars In Thousands, Except Per Share Data)

Selected financial information for Citizens Bancorp and
Subsidiaries is listed below:
<CAPTION>
                                        Nine Months    Nine months
                                           Ended          Ended
                                        September 30,  September 30,
                                           1995           1994   
<S>                                            <C>            <C>      
Condensed Income Statement
Interest Income . . . . . . . . . .     $  193,515     $  158,168
Interest Expense  . . . . . . . . .         90,655         60,652    
Net Interest Income . . . . . . . .        102,860         97,516    
Provision for Loan Losses . . . . .          5,120          4,820     
Other Income  . . . . . . . . . . .         28,731         26,919     
Other Expenses  . . . . . . . . . .         83,323         82,665    
Net Income  . . . . . . . . . . . .         26,827         23,029     

Per Share of Common Stock
Net Income  . . . . . . . . . . . .     $     1.79     $     1.55
Dividends Paid  . . . . . . . . . .            .84            .81      
Book Value  . . . . . . . . . . . .          21.79          20.32     

Other Information
Total Average Assets  . . . . . . .     $3,766,528     $3,396,408
Total Assets  . . . . . . . . . . .      3,883,747      3,693,251
Total Average Stockholders' Equity         317,646        297,548   

Ratios
Interest Margin . . . . . . . . . .           3.94%          4.20%     
Loans to Deposits . . . . . . . . .          70.92          63.81     
Capital to Assets . . . . . . . . .           8.43           8.76      
Return on Equity  . . . . . . . . .          11.29          10.35      
Return on Assets  . . . . . . . . .            .95            .91      
Loans to Assets . . . . . . . . . .          53.69          53.18     
Dividends Paid to Net Income  . . .          47.00          52.28     
Reserve for Loan Losses to Loans  .           1.61           1.72      
</TABLE>
PAGE
<PAGE>
PART I, Item 2 (Continued)


Results of Operations

     Net income for the nine months ended September 30, 1995
increased $3.8 million or 16.5% from the corresponding period in
1994.  Earnings per share for the nine months totaled $1.79 which
was $.24 or 15.5% greater than the first nine months of 1994.  The
Corporation's return on average equity was 11.3% and 10.4% for the
nine months ended September 30, 1995 and 1994, respectively.  The
Corporation's return on average assets was .95% and .91% for the
nine months ended September 30, 1995 and 1994, respectively.


Net Interest Income

     Net interest income for the nine months ended September 30,
1995 increased $5.3 million or 5.5% from the corresponding period
in 1994.  This increase resulted primarily from the approximately
$386 million in additional outstanding earning assets in the first
nine months of 1995 compared to the first nine months of 1994. 
Average earning assets increased due to an additional $216 million
(11.9%) in average loans outstanding and $190 million (14.6%) in
average securities outstandings.  Funding for the loan and
securities growth was obtained through a 132.5% growth in short-
term borrowings from the previous year balances. 

     Net interest margin for the nine months of 1995 was 3.94%, a
decline of 26 basis points from the margin recorded for the nine
months of 1994.

     The yield on average earning assets increased 60 basis points,
to 7.38% from 6.78%, between the periods.  This increase in yield
should continue in earning assets as the mix of earning assets
shifts to loans from securities.                              

     The cost of interest bearing liabilities increased 90 basis
points, to 3.53% from 2.63%.  Interest rates paid on customer
deposits are higher than the previous nine month levels, coupled
with a change in deposit mix, contributed to the increase in
deposit interest. 

     The extent to which the Corporation is able to maintain its
stable net interest margin is significantly influenced by the
economic environment in its markets and the economic policy of the
Federal Reserve Board, in addition to competitive market conditions
for both loans and deposits.  Competitive pressures, especially
with regard to deposit rates, may lead to decreases in net interest
margin in future periods.
PAGE
<PAGE>
     In the table below, net interest income is presented on a
"taxable equivalent" basis.  The income earned on tax-exempt
assets, such as municipal securities, is adjusted for analytical
purposes to recognize the income tax savings which facilitates
comparison between taxable and tax-exempt assets.

PAGE
<PAGE>
<TABLE>
PART I, Item 2 (Continued)

                             CITIZENS BANCORP AND SUBSIDIARIES
                         QUARTERLY AVERAGE CONSOLIDATED STATEMENTS
                                  OF CONDITION AND RATES
<CAPTION>
                              Nine months - 1995              Nine Months - 1994       
                         Average                           Average
                         Balance      Interest     Rate    Balance      Interest     Rate

                                 (Taxable Equivalent Basis, Dollars In Thousands)
<S>                            <C>          <C>      <C>          <C>       <C>       <C>
ASSETS

Loans:    
  Commercial . . . . .  $  351,879     $ 23,840    9.06%  $   327,429   $18,139     7.41%
  Real Estate  . . . .     996,504       66,940    8.98       854,426    53,537     8.38   
  Consumer . . . . . .     673,826       36,302    7.20       624,392    33,192     7.11 
    Total Loans  . . .   2,022,209      127,082    8.40     1,806,247   104,868     7.76  

Investment Securities:      
  Securities Available
    for Sale . . . . .     343,585       16,621    6.47       208,008     7,213     4.64   
  Taxable. . . . . . .   1,124,205       48,127    5.72     1,066,175    43,643     5.47 
  Non-Taxable. . . . .      29,846        2,592   11.61        33,294     2,812    11.29   
    Total Securities .   1,497,636       67,340    6.01     1,307,477    53,668     5.50 

Fed Funds Sold and
  Securities Purchased
  Under Resale Agmts    __________                             19,906       616     4.14  
    Total Interest 
      Earning Assets .   3,519,845       194,422   7.38%    3,133,630   159,152     6.78 

Cash . . . . . . . . .     161,929                            163,953                   
Reserve for Loan                      
  Losses . . . . . . .     (33,390)                           (30,346)                  
Other Assets . . . . .     118,138                            129,171                
          Total Assets  $3,766,522                         $3,396,408            
</TABLE>
<PAGE>
<TABLE>
PART I, Item 2 (Continued)


<CAPTION>
                              Nine Months - 1995                Nine Months - 1994       
                         Average                           Average
                         Balance      Interest     Rate    Balance      Interest     Rate

                                 (Taxable Equivalent Basis, Dollars In Thousands)
<S>                            <C>        <C>       <C>           <C>       <C>      <C> 
LIABILITIES AND
  STOCKHOLDERS' EQUITY


Deposits:
  Savings and Demand .  $  912,751      18,562     2.72     1,004,610    19,913     2.65 
  Money Market . . . .     430,522      10,876     3.38       518,298     9,992     2.58   
  Time Certificates  .     869,296      35,917     5.52       678,643    23,311     4.59
    Total  . . . . . .   2,212,569      65,355     3.95     2,201,551    53,216     3.23

  Short-term Borrowings   580,802       25,300     5.82       249,833     7,436     3.98

Total Interest-bearing
  Liabilities  . . . .   2,793,371      90,655     4.34     2,451,384    60,652     3.31

Demand Deposits. . . .     638,810                            629,315                   
Other Liabilities  . .      16,695                             18,161                    
Stockholders' Equity .     317,646                            297,548                
Total Liabilities and
  Stockholders' Equity  $3,766,522                         $3,396,408                
Net Interest Income  .                $103,767                          $98,500      
Net Interest Yield on
  Earning Assets                                   3.94%                           4.20%  

</TABLE>  
<PAGE>




Provision for Loan Loss and Allowance

     The provision for loan losses was $5.1 million for the nine months ended 
September 30,1995 compared to $4.8 million for the comparable 1994 period. 
Net charge-offs totalled $3.0 million or .15% of average loans versus $2.0 
million of .10% of average loans for the comparable nine month periods.

     Total charge-offs were $4.0 million for both nine month periods.  Real 
estate-mortgages comprised $2.5 million and $2.1 million of the total in 
1994.  Total recoveries were $1.1 million in 1995 of which consumer loans 
represented .7 million.  Total recoveries were $1.9 million in 1994 of which
commercial loans represented $1.0 million.  There are no recommendations by 
the regulatory authorities which, if they were to be implemented, would
have a material effect on liquidity, capital resources or operations.

     The allowance for loan losses was $34.4 million and $32.0 million at 
September 30, 1995 and 1994, respectively.  The allowance approximates 1.61% 
and 1.72% of total loans outstanding at both September 30, 1995 and 1994, 
respectively.  The allowance represents coverage of 221.6% and 164.1% of 
non-performing loans outstanding at September 30, 1995 and 1994, 
respectively.  At September 30, 1995 and 1994 there were $15.5 million and 
$19.5 million in non-performing loans outstanding.  

     At September 30, 1995 and 1994 there was $14.5 million and $22.7 
million, respectively in other real estate acquired in settlement of loans by
the Corporation.  


PAGE
<PAGE>
Non-Performing Assets

     Non-performing assets include nonaccrual and restructured
loans, accruing loans past-due 90 days or more, and real estate
acquired in settlement of loans.  The table below reflects the
distribution of non-performing assets.
<TABLE>
                                                                  
                                       September 30,  December 31,
                                        1995          1994     
                                       (Dollars in Thousands)
     <S>                                    <C>          <C>
     Commercial, Financial, and
       Agricultural                   $  5,337     $  6,548
     Real Estate - Construction          1,382        1,345
     Real Estate - Mortgage              8,457       10,954
     Consumer                              348          234
          Total Non-performing loans    15,524       19,081

     Real Estate Acquired in Settlement
       of Loans                         14,486       18,003
          Total Non-performing Assets $ 30,010     $ 37,084

     Non-performing Loans to Total Loans   .73%         .99%
     Non-performing Assets to Loans
       and Real Estate Acquired
       in Settlement of Loans             1.40         1.88
     Accruing Loans Past Due 90 Days 
       or More                        $  3,006     $    786
     Restructured Loans                 15,151       14,166
</TABLE>


Other Income and Expense

     Other income for the nine months ended September 30, 1995
increased $1.8 million or 6.7% from the comparable 1994 period.
This increase was due largely to volume growth in Mortgage Banking
Fees and Credit Card Merchant Fees of $602 and $588 thousand,
respectively.  There was also a nonrecurring addition to income due
to the sale of deposits resulting from a branch closing of $312
thousand.

     Other expenses in total increased $658 thousand or 0.8% for
the nine months ended September 30, 1995 compared to the same
period in 1994.  The components of other expenses is as follows:
compensation and employee benefits for the nine months ended
September 30, 1995, increased $2.1 million or 5.2% from the
comparable 1994 period due to normal merit increases.  Occupancy
and equipment expense for the first nine months of 1995 increased
$463 thousand or 2.8% over the same period in 1994.  This is due to
increased rental expense of $337 thousand, increased depreciation
expense of $400 thousand on additional capital expenditures, and a
decrease of $365 thousand in branch consolidation expense.  Other
expense decreased $1.9 million due largely to an FDIC deposit
insurance assessment resulting in a $1.7 million rebate received in
the third quarter of 1995.

<PAGE>
Income Taxes

     Federal and state income taxes increased 17.2% for the nine
months ended September 30, 1995 when compared with 1994.  This
resulted primarily from higher levels of pre-tax income and
maturities of tax-exempt investments.

     The Corporation's effective income tax rate was 37.8% and  
37.7% for the nine months ended September 30, 1995 and 1994,
respectively.

     
Financial Condition

     As reflected in the Consolidated Statements of Cash Flows, net
cash provided by operating activities was $26.0 million and $31.0
million for the nine months ended September 30, 1995 and 1994,
respectively.

     Purchases of investment securities and growth in loans
outstanding were the Corporation's most significant investing
activities. During the first nine months of 1995, approximately
$33.0 million of securities purchases were consummated in excess of
replacement of maturing securities. Loan demand strengthened in the
nine months ended September 30, 1995 with $91.0 million in net new
loans booked.  Deposit growth continued in the first nine months of
1995 with $248 million in interest bearing deposits, offset by an
$37.9 million decrease in non-interest bearing deposits.


Capital Resources

     The Federal Reserve Board sets standards for measuring capital
adequacy for U.S. banking organizations.  These standards classify
capital into two tiers, referred to as Tier 1 and Tier 2.

     At September 30, 1995 and 1994, Citizens Bancorp's Tier I
risk-based capital ratio was 12.7% and 12.6%, respectively, well in
excess of the 4% regulatory requirement.  For the same periods, the
total risk-based capital ratio was 14.0% and 13.8%, respectively,
also well in excess of the 8% requirement.  The leverage ratio
stood at 8.7% and 8.4% at September 30, 1995 and 1994,
respectively, meeting the 4% ratio test.

     At September 30, 1995 and 1994, Citizens Bank of Maryland's
Tier I risk-based capital ratio was 12.6% and 12.8%, respectively. 
For the same periods, the total risk-based capital ratio was 13.9%
and 14.1%, respectively.  The leverage ratio stood at 8.4% and 8.1%
at September 30, 1995 and 1994, respectively.

     At September 30, 1995 and 1994 Citizens Bank of Washington's
Tier I risk-based capital ratio was 13.7% and 13.1%, respectively.
For the same periods, the total risk-based capital ratio was 14.9%
and 14.4%, respectively. The leverage ratio stood at 10.6% and 9.7%
at September 30, 1995 and 1994, respectively.  At September 30,
1995 and 1994 Citizens Bank of Virginia's Tier I risk-based capital
ratio was 11.5% and 11.7%, respectively.  For the same periods, the
total risk-based capital ratio was 12.7% and 13.0%, respectively. 
The leverage ratio stood at 7.6% and 8.6% at September 30, 1995 and
1994, respectively.
<PAGE>  <PAGE>
PART II.  OTHER INFORMATION



Item 1.  Legal Proceedings - None

Item 2.  Changes in Securities - None

Item 3.  Defaults Upon Senior Securities - None

Item 4.  Submission of Matters to a Vote of Security Holders - See
         proxy statement filed with the Securities and Exchange
         Commission on April 5, 1991.

Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K - None



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.


               CITIZENS BANCORP


               By                           
                   Kaye A. Simmons
                   Treasurer
                   Principal Accounting Officer




               By                           
                   Jean G. Salamone
                   Secretary





 

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