FRANKLIN FINANCIAL SERVICES CORP /PA/
10-Q, 1997-05-14
STATE COMMERCIAL BANKS
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        UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC 20549
                           FORM 10-Q

(Mark One)
 X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 1997
                               
                               OR
                               
   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 0-12126

            FRANKLIN FINANCIAL SERVICES CORPORATION             
          (Exact name of registrant as specified in its charter)

   PENNSYLVANIA                           25-1440803            
 (State or other jurisdiction of          (I.R.S. Employer
 incorporation or organization)            Identification No.)

  20 SOUTH MAIN STREET (P.O. BOX T), CHAMBERSBURG,PA 17201-0819 
  (Address of principal executive officer)

                          717/264-6116                          
            (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  

              APPLICABLE ONLY TO ISSUERS INVOLVED
                IN BANKRUPTCY PROCEEDINGS DURING
                   THE PRECEDING FIVE YEARS:
                               
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.   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.

There were 1,879,379 outstanding shares of the Registrant's common stock as of
May 2, 1997.                             

                                INDEX




                                                            Page
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

          Condensed Consolidated Balance Sheets               2
          as of March 31, 1997 (Unaudited) and
          December 31, 1996

          Condensed Consolidated Statements of                3
          Income for the Three Months ended
          March 31, 1997 and 1996 (unaudited)

          Condensed Consolidated Statements of                4
          Changes in Shareholders' Equity for the
          Twelve and Three Months ended December 31,
          1996 and March 31, 1997 (unaudited)

          Condensed Consolidated Statements of Cash           5
          Flows for the Three Months Ended March 31,
          1997 and 1996 (unaudited)

          Notes to Condensed Consolidated Financial           6
          Statements (unaudited)

Item 2 - Management's Discussion and Analysis of             10
          Financial Condition and Results of Operations


PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K                    16


SIGNATURE PAGE                                               27    


       


    <TABLE>
    <CAPTION>
                                 CONDENSED CONSOLIDATED BALANCE SHEETS
                                       (Amounts in Thousands)
   
                                                                                         March 31           December 31
                                                                                           1997                1996
                                                                                        (unaudited)
    <S>                                                                                     <C>                 <C>
                                      ASSETS
   
    Cash and due from banks                                                                $11,185              $10,265
    Interest bearing deposits in other banks                                                   207                  256
    Investment securities held to maturity (Market value of $33,591and $36,199 at
      March 31, 1997 and December 31, 1996 respectively) (Note 3)                           33,830               36,290
    Investment securities available for sale (Note 3)                                       52,366               53,502
    Loans, net                                                                             226,002              221,166
    Premises and equipment, net                                                              6,531                6,698
    Other assets                                                                             8,589                7,943
   
    Total Assets                                                                          $338,710             $336,120
   
   
   
                       LIABILITIES AND SHAREHOLDERS' EQUITY
    Deposits: (Note 4)
      Demand (non-interest bearing)                                                        $37,309              $34,847
      Savings and Interest checking                                                        104,108              104,763
      Time                                                                                 126,567              128,592
   
    Total Deposits                                                                         267,984              268,202
   
    Securities sold under agreements to repurchase                                          10,617               15,122
    Other borrowings                                                                        22,416               14,891
    Other liabilities                                                                        2,318                2,564
   
    Total Liabilities                                                                      303,335              300,779
   
   
    Commitments and Contingencies                                                            -                   -
   
   
    Shareholders' equity:
    Common stock $1 par value per share, 5,000 shares authorized
      with 2,030  shares issued and 1,871 and 1,890
      outstanding at March 31, 1997 and December 31,1996,
      respectively                                                                           2,030                2,030
    Capital stock without par value, 5,000 shares authorized
      with no shares issued or outstanding                                                   -                   -
    Additional paid in capital                                                              19,746               19,745
    Retained earnings                                                                       18,348               17,590
    Net unrealized gain on securities                                                          272                  613
    Treasury stock  (Note 5)                                                                (4,243)              (3,830)
    Unearned compensation                                                                     (778)                (807)
   
    Total shareholders' equity                                                              35,375               35,341

    Total Liabilities and Shareholders' Equity                                            $338,710             $336,120
   
   
    The accompanying notes are an integral part of these statements
   
    </TABLE>
   
    <TABLE>
    <CAPTION>
   
                             CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                               (amounts in thousands, except per share)
                                              (Unaudited)
    <S>                                                          <C>          <C>
                                                                  For the Three
                                                                   Months Ended
                                                                     March 31
   
                                                                1997         1996
   
    INTEREST INCOME
      Interest on loans                                         $5,074       $4,898
      Interest on deposits in other banks                           17          131
      Interest on Federal funds sold                                 0            0
      Interest and dividends on investments (Note 2)             1,292        1,087
   
        Total interest income                                    6,383        6,116
   
    INTEREST EXPENSE
      Interest on deposits                                       2,427        2,543
      Interest on securities sold under repurchase
        agreements and other borrowings                            426          241
   
              Total interest expense                             2,853        2,784
   
      Net interest income                                        3,530        3,332
   
    Provision for possible loan loss                               193           94
   
    Net-interest income after provision
      for possible loan losses                                   3,337        3,238
   
    NONINTEREST INCOME
      Trust commissions                                            339          299
      Service charges, commissions and fees                        505          447
      Other                                                         39           88
      Net securities gains                                         111           78
   
        Total noninterest income                                   994          912
   
    NONINTEREST EXPENSE
      Salaries and benefits                                      1,564        1,660
      Net occupancy expense                                        163          134
      Furniture and equipment expense                              204          176
      FDIC insurance                                                11           13
      Other                                                        853          742
   
        Total noninterest expense                                2,795        2,725
   
   
    Income before income tax provision                           1,536        1,425
   
    Income tax provision                                           401          375
   
        Net income                                              $1,135       $1,050
   
    Earnings per share
        Net income per share                                     $0.62        $0.55
   
   
    The accompanying notes are an intergral part of these statements.
   
   
    </TABLE>
   
     


   <TABLE>
   <CAPTION>
   <S>                                  <C>          <C>         <C>           <C>           <C>            <C>          <C>
                                             CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                                             for the year ended December 31, 1996 and the Three Months ended March 31, 1997
                                                      (Amounts in thousands, except per share )
  
                                                                               Net
                                                 Additional                 Unrealized
                                      Common      Paid-in      Retained     Gain/Loss     Treasury        Unearned
                                       Stock      Capital      Earnings     Securities     Stock        Compensation    Total
  
  
  
Balance at December 31, 1995          $2,030      $19,431      $14,966         $677      ($2,053)            ($95)     $34,956
  
Year ended December 31, 1996
Net Income                                 -            -        4,127            -            -                -        4,127
                                                       
Cash dividends, $.78 per share             -            -       (1,503)           -            -                -       (1,503)
                                                                                                                              
Common stock issued under stock
option plans                               -          (33)           -            -          233                -          200

Change in net unrealized gain on  
securities                                 -            -            -          (64)           -                -          (64)
  
Restricted stock issued under long-term
incentive compensation plan
(28,926 shares, net of forfeitures)        -          177            -            -          672             (849)           0
  
Acquisition of 88,604 shares of
treasury stock at cost                     -            -            -            -       (2,682)               -       (2,682)

Tax benefit of restricted stock  
transaction                                -          170            -            -            -                -          170
  
Amortization of unearned compensation      -            -            -            -            -              137          137
  
Balance at December 31, 1996           2,030       19,745       17,590          613       (3,830)            (807)      35,341
  
  
Net income                                 -            -        1,135            -            -                -        1,135
  
Cash Dividends,  $.20 per share            -            -         (377)           -            -                -         (377)
  
Common stock issued under stock
option plans                               -            1            -            -           19                -           20

Change in net unrealized gain on  
securities                                 -            -            -         (341)           -                -         (341)
  
Acquisition of 13,483 shares of
treasury stock at cost (Note 5)            -            -            -            -         (432)               -         (432)
  
Amortization of unearned compensation      -            -            -            -            -               29           29
  
Balance at March 31, 1997 (unaudited) $2,030      $19,746      $18,348         $272      ($4,243)           ($778)     $35,375
  
The accompanying notes are an integral part of these statements.
  
   </TABLE>

     


   <TABLE>
   <CAPTION>
  
                                          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
                                                      (Amounts in Thousands)
                                                            Unaudited
  
                                                                                         For the Three Months Ended
                                                                                                  March 31
   <S>                                                                                      <C>               <C>
                                                                                           1997              1996
  
  
   Cash flows from operating activities:
    Net Income                                                                             $1,135            $1,050
    Adjustments to reconcile net income to net cash
     provided (used) by operating activities:
      Depreciation                                                                            199               171
      Premium amortization on investment securities                                            31                19
      Discount accretion on investment securities                                             (36)              (28)
      Provision for possible loan losses                                                      193                94
      Securities gains, net                                                                  (111)              (78)
      Principal gains on sales of mortgage loans                                              (20)              (11)
      Proceeds from sale of mortgage loans                                                  1,990             4,146
      Gain on sale of premises and equipment                                                    3                 0
      Loan charge-offs, net of recoveries                                                    (232)             (297)
      (Increase) Decrease in interest receivable                                             (222)               26
      Increase (Decrease) in interest payable                                                 148               (31)
      Decrease in unearned discount                                                           (48)             (128)
      (Increase) Decrease in prepaid and other assets                                        (387)               27
      (Decrease) Increase in accrued expenses and other liabilities                          (217)              450
     Other, net                                                                               106                (1)
   Net cash provided by operating activities                                               $2,532            $5,409
  
  
   Cash flows from investing activities:
    Proceeds from sales of investment securities available for sale                         3,458               118
    Proceeds from maturities of investment securities held to maturity                      2,600             4,576
    Proceeds from maturities of investment securities available for sale                    4,727             3,364
    Purchase of investment securities held to maturity                                       (140)           (3,089)
    Purchase of investment securities available for sale                                   (7,450)           (5,057)
    Net change in loans                                                                    (6,718)           (3,994)
    Capital expenditures                                                                     (153)             (220)
    Proceeds from sales of premises and equipment                                               3                 0
   Net cash (used) in investing activities                                                 (3,673)           (4,302)
  
   Cash flows from financing activities:
    Net increase in demand deposits,
     NOW accounts and savings accounts                                                      1,807             7,976
    Net decrease in certificates of deposit                                                (2,025)             (892)
    Dividends                                                                                (377)             (374)
    Common stock issued under stock option plans                                               20                22
    Purchase of treasury shares                                                              (432)             (605)
    Cash inflows (outflows) from other borrowings                                           3,019              (175)
   Net cash provided by financing activities                                                2,012             5,952
  
  
   Increase in cash and cash equivalents                                                      871             7,059

   Cash and cash equivalents as of January 1                                               10,521            14,904
   Cash and cash equivalents as of March 31                                               $11,392           $21,963
  
   The accompanying notes are an integral part of these statements.
  
   </TABLE>
  
    FRANKLIN FINANCIAL SERVICES CORPORATION and SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                          (Unaudited)


Note 1 - Basis of Presentation

     The condensed consolidated balance sheets as of March 31,
1997 and December 31, 1996, the condensed consolidated statements
of income for the three-month periods ended March 31, 1997 and
1996, the condensed consolidated statements of changes in
shareholders' equity as of December 31, 1996 and March 31, 1997
and the condensed consolidated statements of cash flows for the
three-month periods ended March 31, 1997 and 1996 have been
prepared by the Corporation, without audit where indicated.  In
the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the
financial position, results of operations, and cash flows at
March 31, 1997, and for all periods presented have been made.

     The consolidated financial statements include the accounts
of Franklin Financial Services Corporation (the Corporation), and
its wholly-owned subsidiary, Farmers and Merchants Trust Company
of Chambersburg, a commercial bank (the Bank).  All significant
intercompany transactions and account balances have been
eliminated.

     Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted.  It is suggested that these condensed consolidated
financial statements be read in conjunction with the audited
financial statements and notes thereto included in the
Corporation's 1996 Annual Report.  The results of operations for
the period ended March 31, 1997, are not necessarily indicative
of the operating results for the full year.

     For purposes of reporting cash flows, cash and cash
equivalents include Cash and due from banks, Interest-bearing
deposits in other banks and Federal funds sold.  Generally,
Federal funds are purchased and sold for one-day periods.
Supplemental disclosures of cash flows information are as
follows:

Cash paid for three months ended March 31:   1997        1996

Interest paid on deposits and
     other borrowed funds . . . . .        $2,705,000  $2,815,000    
Income taxes paid                          $    -      $    -



       


    <TABLE>
    <CAPTION>
    Note 2. Capital Adequacy
   
    Quantitative measures established by regulation to ensure capital adequacy require financial
    minimum amounts and ratios of total and Tier I capital to risk-weighted assets and of Tier I
    The Capital ratios of the Corporation and its bank subsidiary as of March 31, 1997 are as fol
   
   
                                         As of March 31, 1997 (unaudited)
    <S>                                  <C>      <C>         <C>      <C>     <C>      <C>
                                                                               To be well
                                                                               Capitalized Under
                                                              For Capital      Prompt Corrective
                                          Actual              Adequacy PurposesAction Provisions
    (Amounts in thousands)                Amount    Ratio      Amount  Ratio    Amount    Ratio
   
   
    Total Capital (to Risk Weighted Assets)
    Corporation                           $36,603    17.74%    $16,506  8.00%   $20,633    10.00%
    Bank                                   33,265    16.06%     16,572  8.00%    20,715    10.00%
   
    Tier I Capital (to Risk Weighted Assets)
    Corporation                           $34,015    16.49%     $8,253  4.00%   $12,380     6.00%
    Bank                                   30,671    14.81%      8,286  4.00%    12,429     6.00%
   
    Tier I Capital (to Average Assets)
    Corporation                           $34,015    10.80%    $12,594  4.00%   $15,743     5.00%
    Bank                                   30,671     9.84%     12,469  4.00%    15,586     5.00%
   
    </TABLE>
   
     


   <TABLE>
   <CAPTION>
  
   Note 3 - Investment Securities
  
   Amortized cost and estimated market values of investment securities as of March 31, 1997 (unaudited),
   and December 31, 1996, were as follows (amounts in thousands):
  
                                                                                 Held to Maturity
  
                                                                 March 31                            December 31
                                                                   1997                                1996
  
                                                                          Estimated                           Estimated
                                                        Amortized          Market           Amortized          Market
                                                          Cost              Value             Cost              Value
   <S>                                                     <C>               <C>               <C>               <C>
  
   U.S. Treasury securities and obligations
     of U.S. Government agencies & corporations           $1,045            $1,043            $1,051            $1,058
   Obligations of state and political subdivisions        17,659            17,603            19,496            19,536
   Corporate debt securities                               3,553             3,523             3,688             3,677
   Mortgage - backed securities                           10,210            10,059            10,832            10,705
                                                          32,467            32,228            35,067            34,976
   Other                                                   1,363             1,363             1,223             1,223
                                                         $33,830           $33,591           $36,290           $36,199
  
  
  
                                                                             Available for sale
  
                                                                  March 31                          December 31
                                                                   1997                                1996
  
                                                                          Estimated                           Estimated
                                                        Amortized          Market           Amortized          Market
                                                          Cost              Value             Cost              Value
  
  
   Equity securities                                      $1,350            $2,603            $1,380            $2,490
   U.S. Treasury securities and obligations
     of U.S. Government agencies & corporations          $22,557           $22,289            27,054            27,055
   Obligations of state and political subdivisions         6,765             6,604             1,934             1,930
   Corporate debt securities                               5,042             4,989             5,046             5,058
   Mortgage - backed securities                           16,240            15,881            17,159            16,969
                                                         $51,954           $52,366           $52,573           $53,502
  
   </TABLE>
   <TABLE>
   <CAPTION>
  
   Interest income and dividends received on investment securities for the three months
   ended March 31, 1997 and 1996 are as follows (amounts in thousands):
  
                                                          Three Months               
                                                          1997     1996              
                                                           (Unaudited)                
   <S>                                                     <C>      <C>                     

   U.S. Government Obligations                               $73      $76                
   Obligations of U.S. Government
     Agencies and Corporations                               731      618                
   Obligations of States and
     Political Subdivisions                                  262      227                
   Other Securities, primarily
     Notes and Debentures                                    190      130                
   Common Stock                                               35       35                
                                                          $1,291   $1,086                
  
  
   </TABLE>

    <TABLE>
    <CAPTION>
   
    Note 4 - Deposits
   
    Deposits are summarized as follows (amounts in thousands):
   
                                             March 31      December 31
                                              1997            1996
                                           (Unaudited)
    <S>                                        <C>             <C>
   
    Demand                                     $37,309         $34,847
    Savings
      Interest-bearing checking                 33,998          34,473
      Money Market Accounts                     23,508          25,288
      Passbook and Statement Savings            46,602          45,002
                                              $104,108        $104,763
   
   
    Time
      Deposits of $100,000 and over             22,766          30,345
      Other Time Deposits                      103,801          98,247
                                               126,567         128,592
            Total Deposits                    $267,984        $268,202
    </TABLE>


NOTE 5 - Treasury Stock 
     
     Pursuant to the stock repurchase program approved by the
Board of Directors in the first quarter of 1997, the Corporation
acquired 13,483 common shares as of March 31, 1997 at a cost of
approximately $432,000.  Under the program, the Corporation is
authorized to repurchase up to 100,000 shares in open market
transactions through dealers.

     
NOTE 6 - Recent Accounting Pronouncements

     In February 1997, the Financial Accounting Standards Board
(FASB) issued Statement No. 128, "Earnings Per Share" effective
for fiscal years ending on or after December 15, 1997.  This
Statement establishes new standards for computing and presenting
earnings per share (EPS) and makes earnings per share comparable
to international standards.  The Statement prohibits early
application and requires restatement of all prior-period EPS data
presented after its effective date.  The EPS as currently
reported is the same as the Basic EPS required by the Statement.
The newly required Diluted EPS is not expected to be materially
different than the Basic EPS.
     Also, in March 1997, the FASB issued statement No. 129,
"Disclosures of Information about Capital Structure."  This
Statement did not change the currently reported disclosures.            


            Management's Discussion and Analysis of
         Results of Operations and Financial Condition
                  for the Three Months Periods
                      Ended March 31, 1997
                               
                               
Part 1, Item 2

Results of Operations

     The Corporation reported earnings of $1,135,000 for the
first quarter ended March 31, 1997, versus $1,050,000 for the
same quarter in 1996, reflecting an increase of 8.1%.  Per share
earnings for the quarter increased 12.7% to $.62 from $.55 for
the same period in 1996.  Per share earnings are weighted to
reflect the impact of the stock repurchase program.  Book value
per share equaled $18.95 at March 31, 1997 compared to $17.88 at
March 31, 1996, reflecting a 6.0% increase.

     The Corporation's annualized return on average assets (ROA)
and return on average equity (ROE) for the first quarter of 1997
were 1.37% and 12.98%, respectively, compared to 1.35% and
12.33%, respectively, for the first quarter of 1996.

     Net interest income improved $198,000, or 5.9%, to $3.5
million for the quarter ended March 31, 1997, from $3.3 million
for the same period a year earlier.  Although the growth in
interest-bearing liabilities outpaced the growth in interest-earning 
assets during the first quarter of 1997 versus the first
quarter of 1996, a 14 basis point decrease in the Corporation's
cost of funds during the first quarter of 1997 versus the first
quarter of 1996 more than offset the slower growth of interest-earning 
assets.  The yield on interest-earning assets held steady
at 8.34% for the comparable periods while the cost of funds
dipped to 4.41% for the first quarter of 1997 versus 4.55% for
the same period in 1996.  The Corporation's net interest margin
on a tax-equivalent basis was 4.67% at March 31, 1997, versus
4.62% one year earlier.

     The Corporation expensed $193,000 for possible loan losses
in the first quarter of 1997 compared to $94,000 in the first
quarter of 1996.  The higher provision was necessary to cover
consumer loan charge-offs and to maintain the allowance for
possible loan losses at adequate levels.  The ratio of allowance
for loan loss as a percent of loans held steady at 1.32% at March
31, 1997, versus 1.38% at March 31, 1996.

     Total noninterest income excluding net securities gains
recorded an increase of $49,000, or 5.9% to $883,000 for the
quarter ended March 31, 1997 compared to $834,000 one year
earlier.  The $40,000 increase in trust commissions was due
primarily to a 20.0% growth in trust assets under management and
the $58,000 increase in service charges, commissions and fees
income was due primarily to loan fees, corporate deposit account
fees and fees from the Corporation's Freedom Card (debit card/ATM
card).  Partially offsetting these increases was a decrease in
the other noninterest income totaling $49,000.  Nonrecurring
income such as rebates and reimbursement of loan collection costs
from prior years was primarily responsible for the decrease in
other income.

     As a result of management's ongoing review of its available
for sale investment portfolio, net securities gains for the first
quarter of 1997 amounted to $111,000 compared to $78,000 for the
same quarter in 1996.  The net gains recorded were produced
primarily from the equities securities portfolio.

     Total noninterest expense increased $70,000, or 2.6%, for
the quarter ended March 31, 1997, to $2,795,000 versus $2,725,000
at March 31, 1996.  Salaries and benefits expense recorded a
decrease of $96,000.  Salaries were up approximately $8,000 over
the first quarter of 1996 reaching $1.2 million; while benefits
were down approximately $104,000.  The small increase in salaries
was related to the retirement of an executive officer in June
1996 offset by staff added for the three Cumberland County
offices opened in the fourth quarter of 1996.  Benefits expense
decreased primarily due to lower costs related to the long-term
incentive plan.  Net occupancy and furniture and equipment
expense were up due largely to operating costs associated with
the three new branches.  Other noninterest expense recorded an
increase of $111,000 to $853,000 for the first quarter of 1997
versus the first quarter of 1996.  Amortization of a customer
list related to the new branches and timing of supplies purchased
were the primary contributors to increased other expense.

     Federal income tax expense for the first quarter ended March
31, 1997, totaled $401,000 compared to $375,000 a year earlier.
The Corporation's effective tax rate for the quarter was 26.1%
compared to 26.3% for the same period one year earlier.  The
effective tax rates are lower than the statutory tax rate of
34.0% due primarily to interest income earned on tax-free
investments.

Financial Condition

     Total assets grew $2.6 million to $338.7 million at March
31, 1997, from $336.1 million at December 31, 1996.  Earning-assets 
growth from year-end reported an increase of $1.2 million
to $312.4 million at March 31, 1997, and represented 92.2% of
total assets.  Investment securities held-to-maturity decreased
$2.4 million to $33.8 million at quarter-end compared to $36.2
million at December 31, 1996, due to calls and maturities.  The
estimated market value of investment securities available-for-sale 
decreased $1.1 million to $52.4 million at March 31, 1997,
from $53.5 million at December 31, 1996.  Available-for-sale
equity securities sold during the first quarter of 1997 produced
gains of $102,000 and available-for-sale bonds and tax-free
municipal securities sold produced net gains of $9,000.  Net
loans grew $4.8 million to $226.0 million at March 31, 1997, from
$221.1 million at year-end 1996.  Commercial loans reported the
largest growth with an increase of $2.3 million; consumer loans
followed with an increase of $1.5 million.  Mortgage volumes were
up $1.0  million from year-end 1996 despite the sale of
approximately $2.0 million to the secondary market during the
first quarter.  The Corporation continues its aggressive
commercial loan pricing strategy without sacrificing loan quality
and is committed to improving its market share for mortgage
business through improved customer service and technology.  The
banking industry is currently experiencing an increase in
consumer delinquencies and personal bankruptcies and the
Corporation is no exception.  To improve consumer underwriting
practices the Corporation is requiring intense training of all
consumer lending personnel.  The expected results are adherence
to better defined standards and improved consumer loan quality in
the future.

     The allowance for possible loan losses registered $3.0
million at March 31, 1997, compared to $3.1 million at December
31, 1996.  The allowance represented 1.32% of total loans at
March 31, 1997 and provided coverage for total nonaccrual loans
2.7 times and total nonperforming loans 1.7 times.  At December
31, 1996, the allowance represented 1.36% of total loans.

     Nonperforming loans increased $32,000 to $1.76 million at
March 31, 1997 versus $1.73 million at December 31, 1996.
Nonperforming loans at March 31, 1996 equaled $1.59 million.
Included in nonperforming loans at March 31, 1997, were
nonaccrual loans ($1.10 million) and loans past due 90 days or
more ($.66 million).  The Corporation recorded other real estate
owned totaling $54,000 at March 31, 1997, versus $99,000 at year-end 
1996.  Nonperforming assets represented .54% of total assets
at March 31, 1997 and December 31, 1996.

     The Corporation recorded net charge-offs for the three
months ended March 31, 1997 totaling $232,500 compared to
$297,000 for the same period one year earlier.  The loans
charged-off are almost entirely from the consumer loan portfolio.
The annualized ratio of net charge-offs to average loans was .43%
at March 31, 1997 compared to .32% and .56% at December 31, 1996
and March 31, 1996, respectively.

     Total deposits held steady at $268.0 million for March 31,
1997 and December 31, 1996.  Securities sold under agreements to
repurchase (repos) decreased $4.5 million to $10.6 million at
March 31, 1997 from $15.1 million at December 31, 1996.
Offsetting the decrease in repos and funding the modest increase
in assets required an increase in other borrowings totaling $7.5
million to $22.4 million at March 31, 1997 from $14.9 million at
December 31, 1996.  Other borrowings represent term loans and
overnight loans (repos) from the Federal Home Loan Bank of
Pittsburgh.


     The local economy remains stable with low unemployment.
Despite the loss of some government jobs as a result of the 1995
BRAC recommendations and the closing of some private businesses,
new jobs created have offset any potential adverse impact on the
local economy.  The local economy continues to be fairly well
diversified.

Liquidity

     The Corporation's liquidity position (net cash, short-term
and marketable assets divided by net deposits and short-term
liabilities) was 21.6% at March 31, 1997.  The Corporation
actively sells mortgage loans to the secondary market (primarily
FNMA) and looks to its borrowing ability with FHLB to satisfy any
liquidity needs.  The Corporation sold $2.0 million mortgage
loans to FNMA during the first quarter of 1997 and had advances
outstanding with FHLB totaling $22,416,000.  The Corporation's
maximum borrowing capacity with FHLB equals $96,182,000.
Management believes that liquidity is adequate to meet the
borrowing and deposit withdrawal needs of its customers.

Capital Adequacy

     Total shareholders' equity increased $34,000 to $35.37
million at March 31, 1997, from $35.34 million at December 31,
1996.  Retained earnings increased $758,000 but was more than
offset by a decrease of $341,000 in net unrealized gain on
securities and $432,000 utilized to repurchase 13,483 shares of
the Corporation's common stock.

     Cash dividends paid in the first quarter of 1997 totaled
$377,000, or $.20 per share compared to $374,000 or $.19 per
share for the first quarter of 1996.

     Capital adequacy is currently defined by banking regulatory
agencies through the use of several minimum required ratios.  At
March 31, 1997 the Corporation was determined to be well
capitalized as defined by the banking regulatory agencies.  The
Corporation's leverage ratio, Tier I and Tier II risk-based
capital ratios at March 31, 1997, were 10.80%, 16.49% and 17.74%,
respectively.


PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

     (a) Exhibits
          Exhibits 11 - Computation of earnings per share

     (b) Reports on Form 8-K
          A Form 8-K dated March 6, 1997 was filed in connection with a 
          stock repurchase program.
          
          



   <TABLE>
   <CAPTION>
  
                                                                  Exhibit 11
                                                      COMPUTATION OF PER SHARE EARNINGS
  
                                                     For the Three Months Ended March 31
  
                                                 1997                                                   1996
   <S>                         <C>                <C>               <C>              <C>                <C>               <C>
                                                                   Fully                                                 Fully
                         Primary Earnings   Primary Earnings      Diluted      Primary Earnings   Primary Earnings      Diluted
                           Per Share(1)       Per Share(1)        Earnings       Per Share(1)       Per Share(1)        Earnings
                           as Reported        as Adjusted         Per Share      as Reported        as Adjusted         Per Share
  
Computation of earnings
per common share:
  
Shares
Weighted average
shares outstanding            1,839,312          1,839,312       1,839,312          1,912,535          1,912,535       1,912,535
  
Equivalent shares from
exercise of dilutive
stock equivalents              --                   17,405          18,775            ---                 29,532          18,224
  
                              1,839,312          1,856,717       1,858,087          1,912,535          1,942,067       1,930,759
  
  
Net Income                   $1,135,000         $1,135,000      $1,135,000         $1,050,000         $1,050,000      $1,050,000
  
  
Earnings per common share
  
Net Income                        $0.62              $0.61           $0.61              $0.55              $0.54           $0.54
  
  
  
  
(1) Primary earnings per share "as reported" exclude the effect of the options issued under the Employee Stock Purchase Plan
and the restricted stock issued under the Long-Term Incentive Plan of 1990, as the effect of the equivalent shares on the
earnings per share calculation is less than 3%.  Primary earnings per share "as adjusted" include the effect of the options
and restricted stock.

</TABLE>


FRANKLIN FINANCIAL SERVICES CORPORATION
and SUBSIDIARY

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.

                         Franklin Financial Services Corporation


   May 13, 1997          /s/ William E. Snell, Jr.              
                          William E. Snell Jr.
                          President and Chief Executive Officer




   May 13, 1997          /s/ Elaine G. Meyers                    
                          Elaine G. Meyers
                          Treasurer and Chief Financial Officer


<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                           11185
<INT-BEARING-DEPOSITS>                             207
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      52366
<INVESTMENTS-CARRYING>                           33830
<INVESTMENTS-MARKET>                             33591
<LOANS>                                         229022
<ALLOWANCE>                                       3020
<TOTAL-ASSETS>                                  338710
<DEPOSITS>                                      267984
<SHORT-TERM>                                     25937
<LIABILITIES-OTHER>                               2318
<LONG-TERM>                                       7096
                                0
                                          0
<COMMON>                                          2030
<OTHER-SE>                                       33345
<TOTAL-LIABILITIES-AND-EQUITY>                   35375
<INTEREST-LOAN>                                   5074
<INTEREST-INVEST>                                 1292
<INTEREST-OTHER>                                    17
<INTEREST-TOTAL>                                  6383
<INTEREST-DEPOSIT>                                2427
<INTEREST-EXPENSE>                                2853
<INTEREST-INCOME-NET>                             3530
<LOAN-LOSSES>                                      193
<SECURITIES-GAINS>                                 111
<EXPENSE-OTHER>                                   2795
<INCOME-PRETAX>                                   1536
<INCOME-PRE-EXTRAORDINARY>                        1536
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1135
<EPS-PRIMARY>                                      .62
<EPS-DILUTED>                                      .61
<YIELD-ACTUAL>                                    8.34
<LOANS-NON>                                       1106
<LOANS-PAST>                                       656
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                  3060
<CHARGE-OFFS>                                      250
<RECOVERIES>                                        17
<ALLOWANCE-CLOSE>                                 3020
<ALLOWANCE-DOMESTIC>                              3020
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                            448
        

</TABLE>


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