COMM BANCORP INC
SC 13D/A, 1997-02-28
STATE COMMERCIAL BANKS
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             United States Securities and Exchange Commission
                         Washington, D.C.   20549

                               SCHEDULE 13-D

                 Under the Securities Exchange Act of 1934
                           (Amendment No.     )*

                           Comm Bancorp, Inc.            
                                             
- --------------------------------------------------------------------------------
                             (Name of Issuer)

                    Common Stock, par value $20.00 per share 
- -------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                                              
                                 200468106              
- -------------------------------------------------------------------------------
                               (CUSIP Number)

John B. Lampi, Esquire; Shumaker Williams, P.C., P.O. Box 88, Camp Hill, PA  
                           17011   (717) 763-1121   
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

                                                            
                                 April 1, 1989            
- -------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of rule 13d-1(b)(3) of (4), check the following box [ ].

Check the following box if a fee is being paid with the statement [x].  (a fee 
is not required only if the reporting person: (1) has a previous statement on 
file reporting beneficial ownership of more than five percent of the class of 
securities described in Item 1; and (2) has filed no amendment subsequent 
thereto reporting beneficial ownership of five percent or less of such class.)  
(See Rule 13d-7.)

Note:  Six copies of this statement, including all exhibits, should be filed 
with the Commission, See Rule 13d-1(a) for other parties to whom copies are to 
be sent.

*The remainder of this cover page shall be filled out for a reporting person's 
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures 
provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the 
Notes).



                               SCHEDULE 13D

CUSIP NO.200468106                                     PAGE 2 OF 5 PAGES

1    NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
     William F. Farber, Sr.

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
                                                                  
                   
                                                                        (a) [  ]
                                                                  
                   
                                                                        (b) [x ]

3    SEC USE ONLY

4    SOURCE OF FUNDS*
     PF

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 
     2(D) OR 2(E)                                                           [  ]
     
6    CITIZENSHIP OR PLACE OF ORGANIZATION
     United States of America

     Number of      7    SOLE VOTING POWER
        Shares           2746 {see explanation under Item 5(b)}
     Beneficially        
      Owned By      8    SHARED VOTING POWER
       Each              998   {see explanation under Item 5(b)}
     Reporting
       Person       9    SOLE DISPOSITIVE POWER
        with             1748

                    10   SHARED DISPOSITIVE POWER
                         998

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 
     2746

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                  
                   
                                                                           [  ] 

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     7.5%

14   TYPE OF REPORTING PERSON*
     IN




                                     



                                                                  
                                                               PAGE 3 OF 5 PAGES
Item 1.   Security and Issuer.

     This Statement relates to the common stock, par value $20.00 per share 
("Common Stock"), of Comm Bancorp, Inc., a Pennsylvania business corporation and
registered bank holding company, ("Issuer"), whose principal executive offices 
are located at 521 Main Street, Forest City, Pennsylvania, 18421.

Item 2.   Identity and background.

(a)     William F. Farber, Sr. ("Reporting person")
(b)     Scott 60 Restaurant, R.R. #1, Dalton, Pennsylvania, 18414. (business 
        address)
(c)     Owner/Operator of Scott 60 Restaurant, R.R. #1, Dalton, 
        Pennsylvania, 18414.
(d)     Not applicable.
(e)     Not applicable.
(f)     United States of America.

Item 3.   Source and Amount of Funds or Other Consideration.

     The Reporting Person has used his personal funds, from time to time, to 
     purchase the Common Stock that is available for sale in privately-
     negotiated transactions..

Item 4.   Purpose of Transaction.
     
     The purpose of the acquisitions of the common Stock is for long-term 
     investment.

     The Reporting Person has no plans or proposals which relate to or would 
     result in:

          (a)  The acquisition by any person of additional securities of the 
               Issuer, or the disposition of securities of the Issuer;
          (b)  An extraordinary corporate transaction, such as a merger, 
               reorganization or liquidation, involving the Issuer or any of its
               subsidiaries;
          (c)  A sale or transfer of a material amount of assets of the Issuer 
               or any of its subsidiaries;
          (d)  Any change in the present board of directors or management of the
               Issuer, including any plans or proposals to change the number or 
               term of directors or to fill any existing vacancies on the board;
          (e)  Any material change in the present capitalization or dividend 
               policy of the Issuer;
          (f)  Any other material change in the Issuer's business or corporate
               structure;
          (g)  Changes in the Issuer's charter, bylaws or instruments 
               corresponding thereto or other actions which may impede the 
               acquisition of control of the Issuer by any person;
          (h)  Causing a class of securities of the Issuer to be delisted from a
               national securities exchange or to cease to be authorized to be 
               quoted in an interdealer quotation system of a registered 
               national securities association;
          (i)  A class of equity securities of the Issuer becoming eligible for
               termination of registration pursuant to Section 12(g)(4) of the 
               Securities Exchange Act of 1934, as amended; and 
          (j)  Any action similar to any of those enumerated above.









                                                                  
                                                              PAGE 4 OF 5 PAGES

Item 5.   Interest in Securities of the Issuer.

          (a)  The Reporting Person holds beneficially as of the date hereof 
               2,746 shares of the Common Stock or 7.5% of the issued and 
               outstanding shares of Common Stock of the Issuer.
          (b)  The Reporting Person holds 998 shares of the Common Stock as 
               joint tenants with right of survivorship with his spouse and sons
               as set forth below:

     Name and Relationship                                     Number of
      To Reporting Person                                       Shares  
     ---------------------                                     ---------
     Bernadette Farber, spouse--------------------------------  854
     William F. Farber, Jr., son------------------------------   72
     Robert W. Farber, son------------------------------------   72  
                                                               ---------   
            Total Shares Held As Joint Tenants 
             With Reporting Person----------------------------  998  
                                                               =========

     During the last five years, the Reporting Person's spouse and sons have not
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) and have not been a party to a civil proceeding of a judicial or 
administrative body of competent jurisdiction in connection with a judgment, 
decree or final order enjoining future violations of, or prohibiting or 
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

     The citizenship of the Reporting Person's spouse and sons is the United 
States of America.

     Bernadette Farber is a nurse employed by Dr. J. Milks whose office is on
Fallbrook Street, Carbondale, Pennsylvania, 18407.  William F. Farber, Jr. is 
the manager of PennCann Restaurant, Exit 65, I-81, Harford, Pennsylvania, 18823.
Robert W. Farber is a college student with a residential address of R.R. 1, 
Carbondale, Pennsylvania, 18407.

     Under Section 507 of the Pennsylvania Business Corporation Law, where 
shares are held jointly by two or more persons, as fiduciaries or otherwise, if 
only one or more of such persons is present in person or by proxy, all of the 
shares standing in the names of such persons shall be deemed to be represented
for the purpose of determining a quorum.  The Issuer shall accept as the vote of
all such shares the vote cast by one or a majority of the joint tenants, unless 
such persons are equally divided upon the manner of voting the shares held by 
them, then, in that case, the vote of such shares shall be divided equally among
such persons, without prejudice to the rights of such joint tenants; except that
if there shall have been filed with the secretary of the Issuer a copy, 
certified by an attorney-at-law to be correct of the relevant portions of the
agreement under which such shares are held or the instrument by which the trust 
or estate was created or the decree of court appointing such persons, or of a 
decree of court directing the voting of such shares, the persons specified as 
having such voting power in the latest such document so filed and only such 
persons shall be entitled to vote such shares but only in accordance therewith.

     Under applicable Pennsylvania law, all persons must agree in the 
disposition of the shares of Common Stock that they hold as joint tenants with 
right of survivorship.

          (c)  Not applicable.
          (d)  The persons identified in Item 5(b) as joint tenants have the 
               right to receive or the power to direct the proceeds from the 
               sale of the Common Stock.
          (e)  Not applicable.

 


                                                                  
                                                              PAGE 5 OF 5 PAGES
 
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect 
          to Securities of the Issuer.
          Not applicable.

Item 7.   Material to be filed as Exhibits.
          Not applicable.

Signature

     After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true, complete and 
correct. 


April 3, 1989


/s/ William F. Farber, Sr.                                              
William F. Farber, Sr.



































             United States Securities and Exchange Commission
                         Washington, D.C.   20549

                               SCHEDULE 13-D

                 Under the Securities Exchange Act of 1934
                            (Amendment No. 1)*

                             Comm Bancorp, Inc.            
- --------------------------------------------------------------------------------
                              (Name of Issuer)

                      Common Stock, par value $0.33 per share  
- --------------------------------------------------------------------------------
                          (Title of Class of Securities)

                                                              
                                    200468106              
- --------------------------------------------------------------------------------
                                  (CUSIP Number)

   John B. Lampi, Esquire; Schnader, Harrison, Segal & Lewis; 30 N. Third St.;
   Harrisburg,  PA 17101-1713; (717)231-4011             
- --------------------------------------------------------------------------------
     (Name, Address and Telephone Number of Person Authorized to Receive Notices
      and Communications)

                                                          
                                 February 10, 1997          
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of rule 13d-1(b)(3) of (4), check the following box [ ].

Note:  Six copies of this statement, including all exhibits, should be filed 
with the Commission, See Rule 13d-1(a) for other parties to whom copies are to 
be sent.

*The remainder of this comer page shall be filled out for a reporting person's 
filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter disclosures 
provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the 
Notes).









                               SCHEDULE 13D

CUSIP NO.200468106                                            PAGE 2 OF 4 PAGES

1    NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
     William F. Farber, Sr.

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  
                                                                  
                   
                                                                         (a)[ ]
                                                                         (b)[x]

3    SEC USE ONLY

4    SOURCE OF FUNDS*
     PF

5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 
     2(D) OR 2(E)                                                           [  ]
     
6    CITIZENSHIP OR PLACE OF ORGANIZATION
     United States of America

     Number of      7    SOLE VOTING POWER
      Shares             188,820
     Beneficially        
      Owned By      8    SHARED VOTING POWER
         Each            0
     Reporting
       Person       9    SOLE DISPOSITIVE POWER
         with            188,820

               10   SHARED DISPOSITIVE POWER
                    0

11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              
     188,820

12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
                                                                            [  ]

13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
     8.6%

14   TYPE OF REPORTING PERSON*
     IN








                                                                  
                                                              PAGE 3 OF 4 PAGES
Item 1.    Security and Issuer.

     This Statement relates to the common stock, par value $0.33 per share 
("Common Stock"), of Comm. Bancorp, Inc., a Pennsylvania business corporation 
and registered bank holding company, ("Issuer"), whose principal executive 
offices are located at 521 Main Street, Forest City, Pennsylvania, 18421.

Item 2.   Identity and background.

(a)  William F. Farber, Sr. ("Reporting person")
(b)  Scott 60 Restaurant, R.R. #1, Dalton, Pennsylvania, 18414. (business 
     address)
(c)  President, Scott 60 Restaurant, R.R. #1, Dalton, Pennsylvania, 18414.
(d)  Not applicable.
(e)  Not applicable.
(f)  United States of America.

Item 3.   Source and Amount of Funds or Other Consideration.

     The Reporting Person has used his personal funds, from time to time, to 
purchase the Common Stock.

Item 4.   Purpose of Transaction.
     
     The purpose of the acquisitions of the common Stock is for long-term 
investment.

     The Reporting Person has no plans or proposals which relate to or would 
result in:

          (a)  The acquisition by any person of additional securities of the 
               Issuer, or the disposition of securities of the Issuer;
          (b)  An extraordinary corporate transaction, such as a merger,
               reorganization or liquidation, involving the Issuer or any of its
               subsidiaries;
          (c)  A sale or transfer of a material amount of assets of the Issuer 
               or any of its subsidiaries;
          (d)  Any change in the present board of directors or management of the
               Issuer, including any plans or proposals to change the number or 
               term of directors or to fill any existing vacancies on the board;
          (e)  Any material change in the present capitalization or dividend 
               policy of the Issuer;
          (f)  Any other material change in the Issuer's business or corporate
               structure;
          (g)  Changes in the Issuer's charter, bylaws or instruments 
               corresponding thereto or other actions which may impede the 
               acquisition of control of the Issuer by any person;
          (h)  Causing a class of securities of the Issuer to be delisted from a
               national securities exchange or to cease to be authorized to be 
               quoted in an interdealer quotation system of a registered 
               national securities association;
          (i)  A class of equity securities of the Issuer becoming eligible for
               termination of registration pursuant to Section 12(g)(4) of the 
               Securities Exchange Act of 1934, as amended; or
          (j)  Any action similar to any of those enumerated above.










                                                                  
                                                              PAGE 4 OF 4 PAGES

Item 5.   Interest in Securities of the Issuer.

          (a)  The Reporting Person holds beneficially as of the date hereof 
               188,820 shares of the Common Stock or 8.6% of the issued and 
               outstanding shares of Common Stock of the Issuer.
          (b)  The Reporting Person has sole power to vote or dispose of 188,820
               shares of Common Stock.
          (c)  Not applicable.
          (d)  The reporting person has the right to receive or the power to 
               direct the proceeds from the sale of the Common Stock.
          (e)  Not applicable.

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect
          to Securities of the Issuer.
          Not applicable.

Item 7.   Material to be filed as Exhibits.
          Not applicable.

Signature

     After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true, complete and 
correct.


February 11, 1997


/s/ William F. Farber, Sr.                                              
William F. Farber, Sr.








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