LETCHWORTH INDEPENDENT BANCSHARES CORP
10QSB, 1996-08-09
STATE COMMERCIAL BANKS
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             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                              
                         FORM 10-QSB
                              
    (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934
                              
        For the quarterly period ended June 30, 1996
                              
    ( ) 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: 0-18533
                              
        LETCHWORTH INDEPENDENT BANCSHARES CORPORATION
   (Exact name of registrant as specified in its charter)
                              
     ___New York                                 __16-1168175
 (State or other jurisdiction of            (I.R.S. Employer
 incorporation or organization)          Identification No.)

          50 North Main Street  Box 129  Castile  NY    14427
(Address of principal executive offices)      (Zip Code)
                              
                              
                       (716) 493-2576
     Registrant's telephone number, including area code)
                              
____________________________________________________________
       (Former name, address, fiscal year, if changed)
                              
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(b) 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.

  Y 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.

          Class                Outstanding as of July 31, 1996
     Common Stock, $1.00 per share         913,770 shares

Transitional Small Business Disclosure Format (Check One):
     Yes__ No X
                              
                              
                              
                              
                              
                              
                              
                              
LETCHWORTH INDEPENDENT BANCSHARES CORPORATION

INDEX
                                                            Page

PART I    Financial Information

Item 1.   Financial Statements

          Consolidated Statement of Condition
            June 30, 1996(Unaudited) and
            December 31, 1995(Unaudited)                         3

          Consolidated Statement of Income (Unaudited)
            Three Months  and Six Months Ended June 30, 1996
            and 1995, respectively                               4


          Consolidated Statement of Cash Flows (Unaudited)
            Six Months Ended June 30,1996 and 1995,
            respectively                                         5

          Notes to Consolidated Financial Information            7

Item 2.   Management's Discussion and Analysis of
                 Financial Condition and Results of
                 Operations                                      9

PART II   Other Information                                      14

Item 6    Exhibits and Reports on Form 8-K                       15

          Exhibit 11                                             16

Signatures                                                       17
<PAGE>

                              
                              
                              
        LETCHWORTH INDEPENDENT BANCSHARES CORPORATION
             CONSOLIDATED STATEMENT OF CONDITION
                         (UNAUDITED)
<TABLE>
<CAPTION>                              
                                                                              
                                                  June 30,      December 31,
                                                    1996            1995
                   Assets                                                     
                                                                              
<S>                                                <C>              <C>
Cash and due from banks                            $9,901,233       $7,752,080
Fed funds sold                                        300,000        2,050,000
Investment securities:                                                         
  Available for sale,                              39,461,591       38,200,900
  Held to maturity                                 39,936,195       44,406,441
                                                                              
Loans                                             134,855,170      133,479,088
  Less-Allowance for possible loan losses         (1,750,107)      (1,716,300)
      Net Loans                                  $133,105,063     $131,762,788
                                                                              
Accrued interest receivable                         2,037,045        1,949,266
Premises and equipment, net                         5,129,464        4,998,697
Other assets                                        2,613,817        2,373,972
                                                                              
      Total Assets                               $232,484,408     $233,494,144
                                                                              
Liabilities and Shareholders' Equity                                          
                                                                              
Deposits:                                                                     
   Noninterest-bearing                            $24,509,299      $26,443,148
   Interest bearing                               176,953,169      177,370,635
       Total deposits                            $201,462,468     $203,813,783
Securities sold under agreements to purchase        2,191,635        1,767,984
Accrued interest payable                              755,505          747,351
Accrued taxes and other liabilities                   716,215          832,126
Advances from Federal Home Loan Bank                3,275,446        3,507,020
       Total Liabilities                         $208,401,269     $210,668,264
                                                                              
Shareholders' equity:                                                         
  Common stock, par value $1.00 per share                                     
  1,500,000 shares authorized, 915,320 and 899,970
  shares issued                                      $915,320         $899,970
  Capital surplus                                  10,505,724       10,206,024
  Retained earnings                                12,878,344       11,778,164
  Unrealized gain on securities                        36,846          307,400
  Employee stock ownership plan loan payable        (253,095)        (365,678)
       Total shareholders' equity                 $24,083,139      $22,825,880
                                                                              
Total Liabilities and Shareholders' Equity       $232,484,408     $233,494,144
</TABLE>
<PAGE>                              
        LETCHWORTH INDEPENDENT BANCSHARES CORPORATION
              CONSOLIDATED STATEMENT OF INCOME
                         (UNAUDITED)
                              
                              
<TABLE>
<CAPTION>                                                                               
                                    Three Months Ended    Six Months Ended       
                                 June 30,                June 30,
                                   1996      1995         1996         1995
Interest income:                                                                
 <S>                          <C>        <C>          <C>          <C>
 Interest and fees on loans   $3,200,558 $3,232,602   $6,426,520   $6,264,024
       
 Interest on investment securities
  Taxable                       $926,029    888,704     1,864,293    1,709,072
  Tax-Exempt                    $278,792    270,056       560,560      530,630
 Interest on federal funds sold  $83,500    108,814       151,842      196,187
Total interest income         $4,488,879 $4,500,176    $9,003,215   $8,699,913
                                                
                                                                               
Interest on deposits          $1,827,386  1,895,712     3,812,169    3,600,979
                                                                               
Net interest income           $2,661,493 $2,604,464    $5,191,046   $5,098,934
Provision for possible loan      $77,259     58,444        97,249      138,507
losses
   Net interest income after                                                    
    provision for possible loan                                                 
    losses                    $2,584,234  $2,546,020    $5,093,797   $4,960,427
                                                                               
Other operating income:                                                         
 Service charges on deposit                                                     
  accounts                      $233,204   $222,624      $447,566     $433,505
 Other charges and fees          $18,806     25,123        43,643       45,730
 Other operating income          $32,461     18,664        47,788       44,794
 Gains on sales of loans and                                                    
  securities available for sale  $13,221      6,594        13,221        9,559
                                                                               
Total other operating income    $297,692   $273,005      $552,218     $533,588
                                                                               
Other operating expenses:                                                       
 Salaries and employee benefits $931,235   $948,365    $1,855,842   $1,811,288
 Occupancy expense              $131,440    100,580       270,049      210,586
 Printing and supplies           $51,949     69,712       131,084      161,027
 Equipment expense              $156,833    119,064       321,686      266,551
 FDIC assessment                 $28,166     99,306        43,490      200,315
 Other non-detailed expenses    $476,281    487,519       949,146      913,861
  Total other operating expens$1,775,904 $1,824,546    $3,571,297   $3,563,628
                                                   
                                                                              
Income before income taxes     1,106,022    994,479     2,074,718    1,930,387
Provision for income taxes      $364,500    336,650       684,000      642,650
                                                                               
Net income                      $741,522   $657,829    $1,390,718   $1,287,737
Net income per common and                                                       
common equivalent share            $0.75      $0.72         $1.41        $1.42
</TABLE>
<PAGE>                                                                         
                                                                           
        LETCHWORTH INDEPENDENT BANCSHARES CORPORATION
            CONSOLIDATED STATEMENT OF CASH FLOWS
                         (UNAUDITED)
<TABLE>
<CAPTION>                              
                                                     Six Months Ended                                 
                                                     June 30,
                                                    1996          1995            
Cash flows from operating activities:                                             
  <S>                                               <C>           <C>
  Interest received                                $9,011,454    $7,602,547       
  Service charges, fees and other inc. received       538,997       524,029       
  Interest paid                                   (3,820,323)   (3,854,728)       
  Cash paid to suppliers and employees            (3,051,581)     (709,353)       
  Income taxes paid                                 (652,000)     (490,000)       
                                                                                  
  Net cash provided by operating activities         2,026,547     3,072,495       
                                                                                  
Cash flows from investing activities:                                             
  Proceeds from sale of investments-AFS            $2,027,500            $0       
  Proceeds from maturities of invest.               8,109,318     6,354,852       
securities
 Purchases of investment securities-HTM          (5,400,888)  (12,910,389)       
  Purchases of investment securities-AFS          (1,880,173)             0       
  Net (increase) in loans                         (2,201,246)   (6,722,109)       
  Proceeds from sale of loans                         509,075     1,317,409       
  Expenditures for capital assets                   (394,576)     (311,015)       
                                                                                  
  Net cash used in investing activities               769,010  (12,271,252)       
                                                                                  
Cash flows from financing activities:                                             
    Net (decrease) increase in demand deposits,NOW
    accounts and money market accounts              3,536,465       958,375       
  Net increase in time deposits                   (6,149,458)    11,825,492       
  Proceeds from current FHLB borrowings                     0       540,511       
  Repayment FHLB borrowings                         (231,574)     (211,699)       
  Exercise of warrants                                254,400             0       
  Exercise of stock options                            60,650             0       
  Increase in repos                                   423,651       259,087       
  Dividends paid                                    (290,538)     (197,276)       
                                                                                  
  Net cash provided by financing activities       (2,396,404)    13,174,490       
                                                                                  
Net increase in cash and cash equivalents             399,153     3,975,733       
Cash and cash equivalents, beginning of year        9,802,080    11,864,350       
Cash and cash equivalents, end of quarter         $10,201,233   $15,840,083       
                                                                                  
<PAGE>                                                                                  
                                                                                  
                                                                                  
                                               
                                               
                                                                                  
Reconciliation of net income to                                                   
 net cash provided by operating activities:                                       
   Net income                                      $1,390,718    $1,287,737       
   Adjustments to reconcile net income to                                         
    net cash provided by operating activities-                                    
     Depreciation                                     351,628       307,001       
     Provision for possible loan losses                97,249       138,507       
     (Gain) on sale of investments                   (12,774)             0       
     (Gain) on sale of loans                            (448)       (9,559)       
     (Increase) in interest receivable               (87,779)     (211,118)       
     Amortization of bond premium                     141,224       147,149       
     Accretion of bond discount                      (45,206)      (33,397)       
     (Decrease) increase in other assets            (541,058)       594,449       
     Increase in interest payable                       8,154       253,749       
     Decrease in accrued taxes                                                    
      and other liabilities                           724,839       597,977       
Net cash provided by operating activities          $2,026,547    $3,072,495       
</TABLE>
<PAGE>                                                                         
                                                                                
                              
        LETCHWORTH INDEPENDENT BANCSHARES CORPORATION
         NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                              
                        June 30, 1996

Note 1 Basis of Presentation

The unaudited interim financial information includes the accounts of
Letchworth Independent Bancshares Corporation and its subsidiary, The
Bank of Castile.  The financial information has been prepared in
accordance with the Summary of Significant Accounting Policies as
outlined in the Company's Form 10-KSB for the year ended December 31,
1995 and, in the opinion of management contains all adjustments
necessary to present fairly the Company's financial position as of
June 30, 1996 and December 31, 1995, the results of its operations for
the three month and six month periods ended June 30, 1996 and 1995,
respectively, and its cash flows for the six month periods ended June
30, 1996 and 1995, respectively.

Certain amounts in the prior period financial statements have been
reclassified to conform to the current period presentation.

Note 2 Loans

Loans consist of the following:                              
                                      June-30     December-31
                                       1996          1995
                                    (unaudited)              
                                                             
    Agricultural loans               $24,446,010  $25,168,552
    Commercial and industrial         25,702,007   23,317,057
loans
    Real estate loans:                           
       Secured by 1 to 4 family                              
         residential properties       43,665,662   41,120,730
       Other                          32,012,584   33,917,880
                                     $75,678,246  $75,038,610
                                                             
    Consumer loans                     9,028,907    9,954,869
                                    $134,855,170 $133,479,088
                                                             
An analysis of changes in the                                
allowance for possible loan losses                           
is as follows:                                               
                                      June-30       June-30
                                       1996          1995
                                    (unaudited)   (unaudited)
                                                       
Balance, beginning of year            $1,716,319   $1,526,877
 Provision, expense                       97,249      138,507
 Charge-offs                              79,471      121,134
 Recoveries                               16,010       42,133
                                                             
Balance, end of period                $1,750,107   $1,586,383
                                                             

<PAGE>


LETCHWORTH INDEPENDENT BANCSHARES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL INFORMATION, CONTINUED


Note 3 Investment Securities

The book and approximate market                                                
value of investment securities                                                 
at June 30, 1996:                                                              
<TABLE>
<CAPTION>
                                    June 30, 1996          December 31, 1995
                            Amortized Cost Market Value Amortized Cost Market
                               (unaudited) (unaudited)    (unaudited) (unaudited)
<S>                             <C>         <C>          <C>         <C>
Available for Sale                                                             
                                                                               
U.S. Treasury securities and                                                   
 obligations of U.S.Government                                                 
 corporations and agencies      $30,857,597 $30,983,328 $31,907,710 $32,380,800
State and political subdivision                                     
 obligations                     $1,052,473  $1,061,043  $1,054,794  $1,070,000
Mortgage-Backed Securities       $6,673,459  $6,602,320  $4,086,984  $4,113,800
Federal Home Loan Bank stock       $814,900    $814,900    $636,300    $636,300
                                $39,398,429 $39,461,591 $37,685,788 $38,200,900
                                                                               
Held to Maturity                                                               
                                                                               
U.S. Treasury securities and                                                   
 obligations of U.S.Government                                                 
 corporations and agencies      $12,308,077 $12,456,284 $15,992,787 $16,483,900
State and political subdivision                                                
 obligations                    $21,587,354 $21,929,789 $21,674,732 $22,396,100
Mortgage-Backed Securities       $6,040,764  $5,987,168  $6,738,922  $6,742,500
                                $39,936,195 $40,373,241 $44,406,441 $45,622,500
</TABLE>
                                                                               
                                                                               

Note 4 Earnings Per Share


Earnings per share are based on the weighted average number of common,
and when applicable, common equivalent shares outstanding during the
period.
                              
                              
<PAGE>
                              
LETCHWORTH INDEPENDENT BANCSHARES CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

June 30, 1996




Financial Condition

Total assets of Letchworth Independent Bancshares
Corporation (the "Company") were $232.5 million as of June
30, 1996, a decrease of $1.0 million, or .43%, below total
assets at December 31, 1995.  Deposits, the Company's
primary source of funds, decreased $2.6 million, or 1.28%,
to $201.5 million at June 30, 1996.  There are two primary
reasons for the decrease in deposits.  First, the delay in
the passage of the New York State budget temporarily
withheld some funding from our school district customers.
Secondly, in an attempt to increase its net interest margin,
the Company made a conscious effort to be less aggressive in
bidding for municipal certificates of deposit.

Total loans outstanding as of June 30, 1996 increased by
$1.4 million, or 1.03%, over total loans at December 31,
1995.  The total loans outstanding figure of $134.9 million
is net of loans sold.  As of June 30, 1996, residential real
estate loans increased by $2.5 million or 6.19%;
agricultural loans decreased $.7 million or 2.87%;
commercial and industrial loans increased $ 2.4 million or
10.23%; consumer loans decreased $.9 million or 9.30%; and
other real estate loans decreased $1.9 million or 5.62%.
Consumer loans have been decreasing slowly over the past
several years, as a result of increased competition from non-
bank organizations and the Company's focus on different loan
products.

The Company's shareholders' equity increased to $24.08
million, an increase of 5.51% or $ 1.3 million from December
31, 1995.  As of June 30, 1996, 13,850 warrants have been
exercised at $23 per share, or 6.93% of the original 200,000
warrants outstanding.

The Risk-based capital ratios are a very good indicator of
the Company's financial soundness.  As of June 30, 1996, the
Company had a Tier 1 capital ratio of 16.86%, a total
capital ratio of 18.11%, and a Tier 1 leverage ratio of
9.96%.  Each of these ratios compares favorably with the
regulatory minimum requirements of 4.00%, 8.00%, and 4.00%,
respectively.

"Potential problem loans" consist of loans which are
generally secured and not currently considered
nonperforming, but where information about possible credit
problems has caused management to have doubts as to the
ability of such borrowers to comply with present repayment
terms.  As of June 30, 1996, the Company considers
$2,185,277 to be "potentially problem loans", as described
above.  Historically, however, only a very small portion of
those loans have resulted in  actual losses for the Company.
Loans, including impaired loans, are placed on non-accrual
status in accordance with policies established by
management.  Loans are generally transferred to non-accrual
status when principal or interest payments become ninety
days past due.  Any accrued but uncollected interest
previously recorded on such loans is reversed in the current
period and interest income is subsequently recognized only
when actually collected.  Loans are returned to accrual
status when management determines that the circumstances
have improved to the extent that both principal and interest
are deemed collectible and there has been a sustained period
of repayment performance.  The Company may continue to
accrue interest on loans past due ninety days or more which
are well secured and in the process of collection.  The
following table summarized the Company's non-performing
loans at the dates indicated.

                                                 June 30,
                                          1996     1995    1994
Non-accruing loans                      558,624    80,570   63,185
Accruing loans past due 90 days or more 134,099    79,457  458,026
Renegotiated loans                            0         0        0

The average balance of impaired loans during the first six
months of 1996 was approximately $482,248.  At June 30,
1996, the balance of impaired loans and related reserve
against that balance was $377,847 and $106,037,
respectively.  Interest income recognized on impaired loans
and interest income recognized on a cash basis was not
significant.

Liquidity measures the ability of the Company to meet its
maturing obligations and existing commitments, to withstand
fluctuations in deposit levels, to fund its operations, and
to provide for customer credit needs.  At June 30, 1996, the
Company sold $.3 million in federal funds.  These funds are
available on one day notice to meet upcoming obligations.
However, due to the low return available on federal funds
the Company has attempted to minimize the level of federal
funds while maintaining adequate daily liquidity.  Pursuing
this aggressive cash policy will may cause the Company to
experience a negative excess cash position at certain times.
During the last two weeks in June, the Company was in a
borrowing position for federal funds.  In the view of
management, the primary factor for this position was the
delay in the passage of the New York State budget which, in
turn, caused anticipated cash inflows from our school
district customers to be delayed.  Consequently, the Company
sold two lower yielding US Treasury securities from the
available for sale portfolio, adding about $2.0 million to
the cash position. When there is a need to borrow
occasionally, the Company accesses lines of credit available
with M & T Bank, the Federal Home Loan Bank of New York, and
the Federal Reserve Bank of New York.  Specifically, during
the six months ended June 30, 1996, these lines were
utilized for twenty-two days in order to access additional
liquidity.   As additional sources of liquidity, the Company
may also sell loans on the secondary market or participate
large commercial loans with other financial institutions.


Results of Operations - Three Months Ended June 30, 1996
Compared to Three Months Ended June 30, 1995


Net income of $741,522 for the three months ended June 30,
1996 represents an increase of $83,693, or 12.72%, over the
$657,829 earned during the same period ended June 30, 1995.
Net income per common share was $.75 for the three months
ended June 30, 1996 compared to $.72 for the same period in
1995.

Net interest income was $2.7 million for the three months
ended June 30, 1996, up 2.19% from the $2.6 million earned
during the three months ended June 30, 1995.  Lower interest
rates on interest earning assets was more than offset by
increased volume over the second quarter of 1995.  Interest
expense on deposits decreased by $68,326.

The provision for possible loan losses, the charge to
earnings for potential credit losses associated with lending
activities, was $77,259 for the three months ended June 30,
1996, up 32.2% from the $58,544 provision recorded during
the three months ended June 30, 1995. Net charge-offs were
$47,221 in the second quarter of 1996, as compared to
$23,075 for the same period last year.



Other operating expense for the three month period ended
June 30, 1996 was $1,775,904, a decrease of 2.67% from the
$1,824,546 recorded for the same period in the prior year.
Increases in this category occurred in the following areas:
occupancy expense increased by $30,860 or 30.68%;and
equipment expense increased by $37,769 or 31.72%. In
addition, printing and supplies expense decreased by
$17,763; salaries and employee benefits decreased by
$17,130; and FDIC assessment decreased by $71,140.


Results of Operations - Six Months Ended June 30, 1996
Compared to Six Months Ended June 30, 1995

Net income of $1,390,718 for the six months ended June 30,
1996 represents an increase of $102,981, or 8.00%, over the
$1,287,737 earned during the same period ended June 30,
1995.  Net income per common share was $1.41 for the six
months ended June 30, 1996 compared to $1.42 for the same
period in 1995.  This decrease was primarily due to the
dilutive effect of outstanding options and warrants on the
earnings per share calculation.

Net interest income increased to $5.2 million for the six
months ended June 30, 1996, up 1.81% from the $5.1 million
earned during the six months ended June 30, 1995.  Lower
interest rates on interest earning assets was more than
offset by increased volume for the second quarter of 1996,
when compared to the second quarter of 1995.  Interest
expense on deposits also increased by $.2 million as deposit
volumes more than offset the general downward trend in
interest rates.

The provision for possible loan losses, the charge to
earnings for potential credit losses associated with lending
activities, was $97,249 for the six months ended June 30,
1996, down 30.0% from the $138,507 provision recorded during
the six months ended June 30, 1995.  Net charge offs were
$63,461 in the first half of 1996, as compared to $79,001
for the same period last year.  Management conducts a
periodic evaluation which assigns risk weights for
individual loans and different classes of loan groups in
determining the adequacy of the reserve.  Regulatory
examination, historical gross loan losses, an assessment of
prevailing and anticipated economic conditions and other
relevant factors are used in this analysis.  Management of
the Company believes this analysis indicates that the level
of the loan loss reserve is adequate to absorb any potential
losses within the loan portfolio.  The allowance for
possible loan losses of the Company at June 30, 1996 was
$1,750,107 or 1.298% of total loans and is up 1.97% or
$33,807 from the allowance at December 31, 1995.



Other operating expense for the six month period ended June
30, 1996 was $3,571,297, an increase of .22% over the
$3,563,628 recorded for the same period in the prior year.
Increases in this category occurred in the following areas:
salaries and employee benefits expense increased by $44,554
or 2.46%; occupancy expense increased by $59,463 or 28.24%;
equipment expense increased by $55,135 or 20.68%.  All
salary increases throughout the organization took effect on
January 1st of this year.  This represents a change in
practice from previous years, when such increases took place
throughout the year.  The increase in occupancy expense
results mainly from the major addition to the operations
center building.  In addition, printing and supplies expense
decreased by $29,943 in the first half of 1996, compared to
the first half of 1995, while the FDIC assessment dropped by
$156,825 during the same period.  This decrease in the FDIC
premium during the later part of 1995 is attributed to the
industry wide decrease in the premium rate for deposits
insured under the "BIF".  Virtually all of the 1996
assessment is attributed to deposits covered under the
"SAIF" fund that were acquired in connection with the 1992
purchase of certain deposits from Anchor Savings Bank.


New Accounting Pronouncements



Other Events of Significance:

Letchworth Independent Bancshares Corporation has
implemented a major core software system upgrade during the
second quarter of 1996.  This enhancement is expected to
generate increased operating efficiency.  Also, the Company
will install an imaging system during the third quarter of
1996.  This equipment is expected to greatly increase the
Company's item processing efficiency and cost effectiveness,
as well as provide exciting improvements in customer service
and product delivery.  Per the Company's 1996 Strategic
Plan, various non bank opportunities including financial,
trust and insurance related businesses are being considered.


<PAGE>
                              
                              
                 PART II - OTHER INFORMATION
                              

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

          At the Annual Meeting of Shareholders fo the
Company which was held on May 9, 1996, James H. Van Arsdale,
III was re-elected as a director of the Company for a term
of three (3) years, and Price Waterhouse LLP was elected as
independent accountants of the Company for the year ending
December 31, 1996.  Of the total of 905,470 shares of common
stock outstanding and eligible to vote at the Annual
Meeting, 758,135 shares were voted in favor of the election
of Mr. Van Arsdale, and the authority to vote 2,970 shares
was withheld for Mr Van Arsdale.  In addition, 755,391
shares of common stock were voted in favor of the election
of Price Waterhouse LLP as independent accountants of the
Company, 175 shares of common stock were voted against such
election, and 5,539 shares of common stock abstained from
the vote.

<PAGE>



ITEM 6.  Exhibits and Reports on From 8-K

                              
                              
(a)  Index to Exhibits

3(a)   Certificate of Incorporation of Registrant filed by the New
York Department of State on July 17, 1981, incorporated by reference
to the Registrant's Registration Statement on Form S-18 (Reg. No. 33-
31149-NY), filed with the commission on September 2, 1989 and wherein
such Exhibit is designed Exhibit 3(a).

3(b)   Certificate of Amendment of Certificate of Incorporation of
Registrant filed by the New York Department of State on July 26, 1989,
incorporated by reference to the Registrant's Registration Statement
on Form S-18 (Reg. No. 33-31149-NY), filed with the Commission on
September 2, 1989, and wherein such Exhibit is designated Exhibit
3(b).

3(c)   Certificate of Amendment to Certificate of Incorporation of
Registrant filed by the New York Department of State on May 2, 1990,
incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1990 and filed with the Commission
on August 9, 1990, and wherein such Exhibit is designed Exhibit (4)b.

3(d)   Bylaws of Registrant, as amended by the stockholders of the
Registrant at a special meeting of stockholders on July 11, 1989,
incorporated by reference to the Registrant's Registration Statement
on From S-18 (Reg. No. 33-31149-NY), filed with the Commission on
September 2, 1989 and wherein such Exhibit is designated Exhibit 3(c).

4(a)   Form of Common Stock Certificate of Registrant, incorporated by
reference to the Registrant's Amendment No. 1 to Form s-18
Registration Statement (Reg. No. 33-31149-NY), filed with the
Commission on October 31, 1989, and wherein such Exhibit is designated
Exhibit 4.

4(b)   Letchworth Independent Bancshares Corporation Stock Option Plan
of 1990 and form of Stock Option Agreement, incorporated by reference
to the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1990 and filed with the Commission on August 9, 1990,
and wherein such Exhibit is designated Exhibit 4.

4(c)   Form of Warrant of Registrant, and Warrant Agreement, dated as
of September 27, 1993, by and between Registrant and Mellon Securities
Trust Company, incorporated by reference to the registrants annual
report on Form 10KSB for the year ended 12/31/94, filed with the
Commission on March 31, 1995, and therein such Exhibit is designated
Exhibit 4(c).

11     Computation of Earnings Per Share for the quarter ended June
30, 1996 is presented on Exhibit 11 of this Report, Form 10-QSB.

(b).   The Registrant did not file any current reports on Form 8-K
during the quarter ended June 30, 1996.
<PAGE>
        LETCHWORTH INDEPENDENT BANCSHARES CORPORATION
              COMPUTATION OF EARNINGS PER SHARE
                              
                        June 30, 1996
                              
Exhibit 11:
                                        Six Months Ended 
                                         June 30, 1996

Net income                                 $1,390,718

Add: Adjustment due to assumed interest
savings on debt reduction                       1,698
Adjusted Net Income                        $1,392,416

Weighted average number of shares
outstanding                                   901,245
Add: Common stock equivalent shares due
to assumed exercise of options and warrants    89,634
Less: ESOP shares accounted for in accordance
with SOP 93-6 not committed to be released    (14,015)
Adjusted common and common equivalent shares  985,864

Net Income per common and common equivalent
 share                                          $ 1.41



                                        Three Months Ended
                                          June 30, 1996

Net income                                   $741,522

Add: Adjustment due to assumed interest
savings on debt reduction                           0
Adjusted Net Income                          $741,522

Weighted average number of shares
outstanding                                   915,320
Add: Common stock equivalent shares due
to assumed exercise of options and warrants    84,344
Less: ESOP shares accounted for in accordance
with SOP 93-6 not committed to be released    (13,140)
Adjusted common and common equivalent shares  985,204

Net Income per common and common equivalent
 share                                          $  .75
<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.
                              
        LETCHWORTH INDEPENDENT BANCSHARES CORPORATION
                              

Date_08/09/96            /s/  James W. Fulmer
                                   James W. Fulmer
                                   President & Chief Executive Officer


Date_08/09/96            /s/  Steven C. Lockwood
                                   Steven C. Lockwood
                                   Treasurer & Chief Financial Officer

                              


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<FISCAL-YEAR-END>                          DEC-31-1996
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