LETCHWORTH INDEPENDENT BANCSHARES CORP
10QSB, 1997-11-12
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 September 30, 1997
                              
    ( ) 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 October 24, 1997
     Common Stock, $1.00 per share        971,536 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
            September 30, 1997(Unaudited) and
            December 31, 1996                                    3

          Consolidated Statement of Income (Unaudited)
            Three Months and Nine Months Ended
            September 30, 1997 and 1996, respectively            4


          Consolidated Statement of Cash Flows (Unaudited)
            Nine Months Ended September 30,1997 and 1996,
            respectively                                         5

          Notes to Consolidated Financial Information            6

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

PART II   Other Information

Item 6    Exhibits and Reports on Form 8-K                       14

Signatures                                                       16

Exhibit 11


                              
                              
                              
        LETCHWORTH INDEPENDENT BANCSHARES CORPORATION
             CONSOLIDATED STATEMENT OF CONDITION
                              
                                       (UNAUDITED)
                                       September 30,  December 31,
                                           1997           1996
               Assets                                
                                                                  
Cash and due from banks                  $11,438,337   $11,115,746
Fed funds sold                            10,025,000       450,000
Securities available for sale,            32,715,566    36,151,500
Securities held to maturity, market       43,813,211    42,071,869
value of $44,822,845 and $42,968,700,                                    
respectively
Loans, net of allowance for loan                                  
losses of $1,941,297 and $1,841,200,     151,737,187   144,455,041
respectively
Accrued interest receivable                1,930,012     1,716,241
Federal Home Loan Bank stock               1,213,300     1,105,000
Premises and equipment, net                6,115,661     5,649,294
Other assets                               2,384,184     2,338,019
                                                                  
      Total Assets                      $261,372,458  $245,052,710
                                                                  
Liabilities and Shareholders' Equity                              
                                                                  
Deposits:                                                         
   Noninterest-bearing                   $27,125,402   $27,344,602
   Interest bearing                      194,778,021   180,149,695
       Total deposits                   $221,903,423  $207,494,297
                                                                  
Fed funds purchased/repurchase             2,081,678     1,702,729
agreements
Advances from Federal Home Loan Bank       7,853,072     8,144,797
Accrued interest payable                     803,196       708,380
Accrued taxes and other liabilities          709,998     1,196,913
       Total Liabilities                $233,351,367  $219,247,116
                                                                  
Shareholders' Equity:                                             
  Common stock, par value $1.00 per                               
  share 1,500,000 shares authorized,
  968,986 and 939,386 shares issued         $968,986      $939,386
  Capital surplus                         11,553,320    10,910,120
  Retained earnings                       15,806,067    14,046,314
  Unrealized gain on securities              179,379       162,869
   Employee stock ownership plan loan       (486,661)     (253,095)
   payable
       Total shareholders' equity        $28,021,091   $25,805,594
                                                                  
Total Liabilities and Shareholders'     $261,372,458  $245,052,710
Equity
                              
                              
        LETCHWORTH INDEPENDENT BANCSHARES CORPORATION
              CONSOLIDATED STATEMENT OF INCOME
                         (UNAUDITED)
<TABLE>
<CAPTION>
                                                                              
                                  Three Months Ended     Nine Months Ended
                                     September 30           September 30
<S>                            <C>         <C>         <C>          <C>
                                    1997      1996         1997        1996
Interest income:                                                              
 Interest and fees on loans    $3,706,521  $3,329,094  $10,778,945  $9,755,614
 Interest on investment securities
  Taxable                         810,070     853,566    2,446,266   2,717,859
  Tax-Exempt                      312,811     276,152      939,284     836,712
 Interest on federal funds sold    92,647      40,458      217,480     192,300
Total interest income          $4,922,049  $4,499,270  $14,381,975 $13,502,485
                                                                                
Interest on deposits, fed funds                                               
  purchased and repurchase      2,063,939   1,800,212    5,917,511   5,612,381
  agreements
                                                                              
Net interest income            $2,858,110  $2,699,058   $8,464,464  $7,890,104
Provision for possible loan        87,151      83,426      249,441     180,675
losses
   Net interest income after                                                  
    provision for possible loan                                               
    losses                     $2,770,959  $2,615,632   $8,215,023  $7,709,429
                                                                
Other operating income:                                                       
 Service charges on deposit                                                    
  accounts                       $254,653    $230,765     $720,264    $678,331
 Other charges and fees            24,309      26,002       65,996      69,645
 Other operating income            77,806      61,686      152,837     109,474
 Gains on sales of loans and                                                  
  securities available for sale         -      14,077       37,657      27,298
Total other operating income     $356,768    $332,530     $976,754    $884,748
                                                                              
Other operating expenses:                                                     
 Salaries and employee benefits$1,041,144    $970,590   $3,033,931  $2,826,432
 Occupancy expense                117,647     111,542      374,024     381,591
 Equipment expense                187,980     142,771      568,426     464,457
 FDIC assessment                    6,054     136,737       25,099     180,227
 Other expenses                   558,320     447,144    1,747,204   1,527,374
  Total other operating expense$1,911,145  $1,808,784   $5,748,684  $5,380,081
                                                                   
Income before income taxes      1,216,582   1,139,378    3,443,093   3,214,096
Provision for income taxes        392,500     351,000    1,110,000   1,035,000
Net income                       $824,082    $788,378   $2,333,093  $2,179,096
Net income per common and                                                     
common share equivalent         $    0.79  $     0.80   $     2.31  $     2.21
</TABLE>
                                                            
                              
        LETCHWORTH INDEPENDENT BANCSHARES CORPORATION
            CONSOLIDATED STATEMENT OF CASH FLOWS
                         (UNAUDITED)
                                                      Nine Months Ended
                                                         September 30,
                                                     1997          1996
Cash flows from operating activities:                                       
   Net income                                      $2,333,093     $2,179,096
   Adjustments to reconcile net income to                                   
    net cash provided by operating activities-                              
     Depreciation and amortization                    632,634        666,770
     Provision for possible loan losses               249,441        180,675
     ESOP compensation expense                        112,584        112,583
     Gain on sale of investments & loans             (37,657)       (27,298)
     Increase in interest receivable                (213,771)       (11,079)
     Increase in other assets                       (150,519)      (355,563)
     Increase (decrease) in interest payable           94,816       (25,789)
     (Decrease) increase in accrued taxes                                   
      and other liabilities                         (486,915)        636,448
   Net cash provided by operating activities       $2,533,706     $3,355,843
                                                                            
Cash flows from investing activities:                                       
   Proceeds from sales of securities-available                              
      for sale                                     $4,028,594     $4,519,219
   Proceeds from calls and maturities of          $14,625,145    $11,865,280
      securities
   Proceeds from sale of loans                       $340,250     $1,118,657
   Purchases of securities-held to maturity      ($5,470,057)   ($5,829,206)
   Purchases of securities-available for sale   ($11,650,955)   ($3,471,113)
   Net increase in loans                         ($7,871,030)   ($6,666,844)
   Expenditures for capital assets                 ($887,722)     ($550,010)
   Net cash provided by investing activities     ($6,885,775)       $985,983
                                                                            
Cash flows from financing activities:                                       
  Net increase in demand deposits, NOW                                      
    accounts and money market accounts             $4,952,637     $4,238,721
  Net increase (decrease) in time deposits          9,456,489    (6,827,217)
  Repayment of FHLB borrowings                      (291,725)      (298,935)
  Exercise of warrants and stock options              326,650        355,300
  Net increase in fed funds                           378,949        119,553
    purchased/repurchase agreements
  Dividends paid                                    (573,340)      (437,037)
  Net cash provided by financing activities       $14,249,660   ($2,849,615)
                                                                            
Net increase in cash and cash equivalents          $9,897,591     $1,492,211
Cash and due from banks, beginning of year         11,565,746      9,802,080
Cash and due from banks, end of quarter           $21,463,337    $11,294,291
                                                                            
Interest paid                                      $5,822,695     $5,586,315
Income taxes paid                                    $740,003       $977,000
                              
                              
        LETCHWORTH INDEPENDENT BANCSHARES CORPORATION
         NOTES TO CONSOLIDATED FINANCIAL INFORMATION
                              
                     September 30, 1997

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,
1996 and, in the opinion of management contains all adjustments
necessary to present fairly the Company's financial position as of
September 30, 1997 and December 31, 1996, the results of its
operations for the three month and nine month periods ended September
30, 1997 and 1996, respectively, and its cash flows for the nine month
periods ended September 30, 1997 and 1996, respectively.

The accounting policies of the Company conform with generally accepted
accounting principles and prevailing practices within the banking
industry.  The preparation of financial information in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the financial information and the
reported amounts of revenue and expenses during the reporting period.
Actual results could differ from those estimates.



Note 2 Loans

Loans consist of the following:                                      
                                     September 30,     December 31,
                                         1997              1996
                                                                     
    Residential real estate           $  48,814,375       $45,656,220
    Commercial real estate               34,742,033        33,852,371
    Agricultural loans                   28,880,933        29,025,726
    Commercial and industrial loans      31,173,906        28,118,416
    Consumer loans                       10,067,237         9,643,508
                                      $ 153,678,484      $146,296,241








An analysis of changes in the                                        
allowance for possible loan losses                                   
is as follows:                                                       
                                     September 30,    September 30,
                                         1997              1996
                                      (unaudited)      (unaudited)
                                                                     
Balance, beginning of year               $1,841,200        $1,716,300
Chargeoffs:                                         
  Agricultural loans                              0                 0
  Commercial and industrial loans            71,038            39,926
  Real estate mortgages                      23,564            24,603
  Consumer loans                             71,296            68,522
                                           $165,898          $133,051
                                                                     
Recoveries:                                                          
  Agricultural loans                              0                 0
  Commercial and industrial loans             2,883             3,479
  Real estate mortgages                           0                 0
  Consumer loans                             13,671            20,786
                                             16,554            24,265
Net charge-offs                            $149,344          $108,805
Provision for possible loan losses          249,441           180,675
                                                                     
Balance, end of period                   $1,941,297        $1,788,189


The following table summarized the Company's non-performing loans at
the dates indicated.

                                                    September 30,
                                            1997      1996      1995
Non-accruing loans                        264,399    503,644   190,257
Accruing loans past due 90 days or more   174,566    216,883   162,074
Renegotiated loans                            0         0        0

The average balance of impaired loans during the first nine months of
1997 was approximately $390,523.  At September 30, 1997, the balance
of impaired loans and related reserve against that balance was
$445,669 and $76,870, respectively.  Interest income recognized on
impaired loans and interest income recognized on a cash basis was not
significant.







Note 3 Investment Securities

The book and approximate market
value of investment securities
at September 30, 1997:                                                         
<TABLE>
<CAPTION>                    
                                 September 30, 1997        December 31, 1996
                               Amortized     Market       Amortized    Market
                                  Cost       Value          Cost       Value
                              (unaudited) (unaudited)   (unaudited)(unaudited)
Available for Sale                                                             
<S>                            <C>        <C>          <C>         <C>
                                                                            
U.S. Treasury securities and                                                   
 obligations of U.S. Government
 corporations and agencies    $14,857,977 $15,029,812  $26,662,060 $26,923,000
State and political subdivision
 obligations                   $2,060,936  $2,089,355     $501,030    $505,200
Mortgage-Backed Securities    $15,511,877 $15,596,399   $8,716,609  $8,723,300
                              $32,430,790 $32,715,566  $35,879,699 $36,151,500
                                                                               
                                                                               
Letchworth Independent Bancshares
Notes
Continued                                                                      
                                                                               
Held to Maturity                                                               
                                                                               
U.S. Treasury securities and                                                   
 obligations of U.S. Government
 corporations and agencies    $12,023,043 $12,237,088  $12,203,294 $12,465,800
State and political subdivision
 obligations                  $25,282,498 $26,066,032  $24,413,840 $25,039,300
Mortgage-Backed Securities     $6,507,670  $6,537,283   $5,454,735  $5,463,600
                              $43,813,211 $44,840,403  $42,071,869 $42,968,700
                                                                               

</TABLE>
                              
LETCHWORTH INDEPENDENT BANCSHARES CORPORATION

MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS


September 30, 1997


Financial Condition


Total assets of Letchworth Independent Bancshares Corporation (the
"Company") were $261.4 million as of September 30, 1997, an increase
of $16.3 million, or 6.66%, above total assets at December 31, 1996.
Deposits, the Company's primary source of funds, increased $14.4
million, or 6.94%, to $221.9 million at September 30, 1997.  The
primary reason for the increase in deposits was an inflow of
certificates of deposit as a result of a CD special offered during
the summer and an inflow of municipal money from aid payments
received near the quarter end.

Total loans outstanding as of September 30, 1997 increased by $7.4
million, or 5.05%, over total loans at December 31, 1996. As of
September 30, 1997, residential real estate loans increased by $3.2
million or 6.92%; agricultural loans decreased $.1 million or .50%;
commercial and industrial loans increased $3.1 million or 10.87%;
consumer loans increased $.4 million or 4.39%; and commercial real
estate loans increased $.9 million or 2.63%. The near 11% increase in
commercial and industrial loans is a result of additional
opportunities from new branch locations in Avon and Batavia.

"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 September 30, 1997, the Company
considers $2,455,035 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.

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. Internal and regulatory loan
classifications, historical loan losses, and 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
September 30, 1997 was $1,941,297 or 1.26% of total loans and is up
5.44% or $100,097 from the allowance at December 31, 1996.

The Company's shareholders' equity increased to $28.0 million, an
increase of 8.59% or $2.2 million from December 31, 1996.  As of
September 30, 1997, 46,250 warrants or 23.13% of the original 200,000
warrants outstanding have been exercised at $23 per share.  The
remaining warrants are due to expire on December 31, 1997.

The Risk-based capital ratios are a very good indicator of the
Company's financial soundness.  As of September 30, 1997, the Company
had a Tier 1 capital ratio of 17.37%, a total capital ratio of
18.59%, and a Tier 1 leverage ratio of 11.18%.  Each of these ratios
compares favorably with the regulatory minimum requirements of 4.00%,
8.00%, and 4.00%, respectively.


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 September 30, 1997, the Company sold $10 million in
federal funds.  These funds are available on one day notice to meet
upcoming obligations. During the nine months ended September 30,
1997, the Company utilized the overnight lines of credit seven days.
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 September 30, 1997
Compared to Three Months Ended September 30, 1996


Net income of $824,082 for the three months ended September 30, 1997
represents an increase of $35,704, or 4.53%, over the $788,378 earned
during the same period ended September 30, 1996.  Net income per
common share and common share equivalent was $.79 for the three
months ended September 30, 1997 compared to $.80 for the same period
in 1996. The quarter's earnings per share figure was negatively
impacted by the dilutive effect of stock warrants which increased the
number of outstanding shares.

Net interest income was $2.9 million for the three months ended
September  30, 1997, up 5.89% from the $2.7 million earned during the
three months ended September 30, 1996.  Higher interest rates on
interest earning assets and increased volume in the loan portfolio
primarily account for this increase in interest income in 1997.
Interest expense on deposits increased to $2.1 million, up 14.65%
over the interest expense for the three months ended September
30,1996. An increase in interest-bearing deposits accounts for the
main reason for this increase in interest expense.

The provision for possible loan losses, the charge to earnings for
potential credit losses associated with lending activities, was
$87,151 for the three months ended September 30, 1997, up 4.47% from
the $83,426 provision recorded during the three months ended
September 30, 1996. Net charge-offs were $62,134 in the third quarter
of 1997, compared to $45,344 for the same period last year.

Other operating expense for the three month period ended September
30, 1997 was $1,911,145, an increase of 5.67% over the $1,808,784
recorded for the same period in the prior year. The increase in
equipment expense of $45,209 or 31.67% was due largely to the
increase in depreciation expense of 1996 and 1997 equipment purchases
including a new core processing system and imaging system and
equipment.  Salary increases to Company employees for 1997 took
effect on January 1, 1997 and represent an approximately 4% increase
to all employees. The salary increase, in addition to an accrual for
an anticipated year end bonus, result in the $70,554 or 7.27%
increase in the salaries and employee benefits expense. In addition,
occupancy expense increased by $6,105 or 5.47%, and other expenses
also increased $111,176 or 24.86% over the third quarter of 1996.
This 24.86% increase is mainly due to: a $41,686 or 70.0% increase in
legal expense, a $5,461 or 22.7% increase in consulting expense,  and
a $4,997 or 23.5% increase in NYCE charges


Results of Operations - Nine Months Ended September 30, 1997 Compared
to Nine Months Ended September 30, 1996

Net income of $2,333,093 for the nine months ended September 30, 1997
represents an increase of $153,997, or 7.07%, over the $2,179,096
earned during the same period ended September 30, 1996.  Net income
per common share was $2.31 for the nine months ended September 30,
1997 compared to $2.21 for the same period in 1996.

Net interest income increased to $8.5 million for the nine months
ended September 30, 1997, up 7.28% from the $7.9 million earned
during the nine months ended September 30, 1996. Interest expense on
deposits increased only slightly to $5.9 million for the nine months
period ended September 30, 1997.

Provision for possible loan losses, the charge to earnings for
potential credit losses associated with lending activities, was
$249,441 for the nine months ended September 30, 1997, up 38.06% from
the $180,675 provision recorded during the nine months ended
September 30,1996.  Net charge offs were $149,344 in the first nine
months of 1997, as compared to $108,805 for the same period in 1996.
The increase in loan volume along with several identified charge-offs
explain the increase in the 1997 provision for loan losses.

Other operating expense for the nine month period ended September 30,
1997 was $5,748,684, an increase of 6.85% over the $5,380,081
recorded for the same period in the prior year.  As explained in the
three months comparison, the increase of $207,499 or 7.34% in
salaries and employee benefits expense represents the monthly accrual
for the anticipated year end bonus to employees plus the general
salary increase to employees which went into effect on January 1,
1997.  The $103,969 or 22.39% increase in equipment expense was also
explained in the three month comparison as the full year's
depreciation recorded for the Company's new core processing and
imaging systems.  The $219,830 or 14.39% increase in other expenses
can be attributed to several causes including a $57,619 or 37.56%
increase in printing and supplies, a $32,154 or 144.47% increase in
training, a $12,119 or 15.00% increase in audits and exams and a
$63,960 or 170.17% increase in legal expenses, offset by a decrease
in the FDIC assessment of $155,128 or 86.07%.



New Accounting Pronouncements:

Statement of Financial Accounting Standards No. 128, "Earnings per
Share," was issued in February 1997 and is effective for financial
statements issued for periods ending after December 15, 1997.  This
Statement replaces the presentation of primary earnings per share
(EPS) previously required by Accounting Principles Board (APB)
Opinion No. 15, "Earnings per Share", with basic EPS.  It also
requires dual presentation of basic EPS and diluted EPS on the face
of the income statement for all entities with complex capital
structures.  Diluted EPS is computed similarly to fully diluted EPS
pursuant to APB Opinion No. 15.

Basic EPS excludes dilution and is computed by dividing income
available to common stockholders by the weighted-average number of
common shares outstanding for the period.  Diluted EPS reflects the
potential dilution that could occur if securities or other contracts
to issue common stock were exercised or converted to common stock.

The Company will adopt this Statement for its financial statements
for the period ending December 31, 1997.  Had the Company computed
earnings per share pursuant to this Statement for the quarter ended
September 30, 1997, basic EPS would have been $0.88 and diluted EPS
would have been $0.79.  For the quarter ended September 30, 1996,
basic EPS and diluted EPS would have been $0.87 and $0.80,
respectively.  For the nine months ended September 30, 1997, basic
EPS would have been $2.49 and diluted EPS would have been $2.26.  For
the nine months ended September 30, 1996, basic EPS and diluted EPS
would have been $2.43 and $2.25, respectively.

Other Events of Significance:

The Bank of Castile received permission from its primary regulators
during the 2nd quarter to begin offering Trust and Investment related
services to its customers.  The Bank has recently hired a Trust
Officer who has been involved in the insurance business for almost
twenty years. The Bank of Castile has initiated the department by
utilizing its previously established agreement with Tompkins County
Trust Company to provide the necessary "backroom" support.  Present
plans call for the department to be housed in the Bank's soon to be
opened Geneseo office.  The goal of this endeavor is to solicit money
management, employee benefit, corporate and personal trust business
among others.

A voice response system was installed during the second quarter of
1997 and became operational during the third quarter. This system
gives our customers the added convenience of being able to access
information, and effect transfers, from their accounts twenty-four
hours a day. Currently, the average daily number of calls received by
the system is 170.

The Company has received all regulatory approvals for its 11th office
in the Livingston County community of Geneseo.  The Bank purchased a
9,600 square foot building in the village of Geneseo, half of which
is rented to the US Postal Service for at least the next six years.
The remaining space will be converted to a financial center to
include typical branch retail services, a lending officer, as well as
the trust and investment department.  The building is located less
than one block from the campus of SUNY at Geneseo.  The anticipated
opening date for this newest branch office is December 1997.

The Bank of Castile recently installed marketing software which will
enable us to more easily identify our most profitable products and
customers.  It will also allow demographic information to be imported
so that the bank may more effectively target potential customers.















                      OTHER INFORMATION


                              

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
September 30, 1997 is presented on Exhibit 11 of this Report on Form
10-QSB.

(b).   The Registrant did not file any current reports on Form 8-K
during the quarter ended September 30, 1997.

<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_11/12/97            /s/  James W. Fulmer
                                   James W. Fulmer
                                   President & Chief Executive Officer


Date_11/12/97            /s/  Steven C. Lockwood
                                   Steven C. Lockwood
                                   Treasurer & Chief Financial Officer

<PAGE>
                              
        LETCHWORTH INDEPENDENT BANCSHARES CORPORATION
              COMPUTATION OF EARNINGS PER SHARE
                              
                     September 30, 1997
                              
Exhibit 11:
                                             Three Months Ended
                                             September 30, 1997


Net income                                        $824,082


Weighted average number of shares
outstanding                                        965,620
Add: Common stock equivalent shares due
to assumed exercise of options and warrants        105,338
Less: ESOP shares accounted for in accordance
with SOP 93-6 not committed to be released         (24,419)
Adjusted common and common equivalent shares     1,046,539

Net Income per common and common equivalent
 share                                               $ .79



                                             Nine Months Ended
                                             September 30, 1997


Net income                                        $2,333,093


Weighted average number of shares
outstanding                                          953,865
Add: Common stock equivalent shares due
to assumed exercise of options and warrants           72,244
Less: ESOP shares accounted for in accordance
with SOP 93-6 not committed to be released           (15,040)
Adjusted common and common equivalent shares       1,011,069

Net Income per common and common equivalent
 share                                                $ 2.31





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<ARTICLE> 9
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                           11438
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                 10025
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      32716
<INVESTMENTS-CARRYING>                           43813
<INVESTMENTS-MARKET>                             44823
<LOANS>                                         153678
<ALLOWANCE>                                       1941
<TOTAL-ASSETS>                                  261372
<DEPOSITS>                                      221903
<SHORT-TERM>                                      5000
<LIABILITIES-OTHER>                               1513
<LONG-TERM>                                       2853
                                0
                                          0
<COMMON>                                           969
<OTHER-SE>                                       27052
<TOTAL-LIABILITIES-AND-EQUITY>                  261372
<INTEREST-LOAN>                                  10779
<INTEREST-INVEST>                                 3386
<INTEREST-OTHER>                                   217
<INTEREST-TOTAL>                                 14382
<INTEREST-DEPOSIT>                                5918
<INTEREST-EXPENSE>                                5918
<INTEREST-INCOME-NET>                             8464
<LOAN-LOSSES>                                      249
<SECURITIES-GAINS>                                  38
<EXPENSE-OTHER>                                   5749
<INCOME-PRETAX>                                   3443
<INCOME-PRE-EXTRAORDINARY>                        3443
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      2333
<EPS-PRIMARY>                                     2.31
<EPS-DILUTED>                                        0
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                        264
<LOANS-PAST>                                      1277
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                   2455
<ALLOWANCE-OPEN>                                  1841
<CHARGE-OFFS>                                      166
<RECOVERIES>                                        17
<ALLOWANCE-CLOSE>                                 1941
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

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