SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A NO. 2
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, for the fiscal year ended
December 31, 1997, or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934, for the transition period
from N/A to __________.
Commission File Number 0-13312
THE FIRST JERMYN CORP.
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2275242
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
645 Washington Ave., P.O. Box 39, Jermyn, Pennsylvania 18433-0039
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (717) 569-5361
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $1.25 par value
(Title of class)
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 .
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of Registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
State issuer's revenues for its most recent year: $23,296,000.
Based on the closing sales price of March 17, 1998, the aggregate
market value of the voting stock held by non-affiliates (which
includes all common stock, $1.25 par value other than shares
beneficially owned by directors or executive officers) of the
Registrant was $17,673,000.
The number of shares outstanding of the Registrant's common
stock, $1.25 par value was 884,680 at March 15, 1998.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual report to shareholders for the
year ended December 31, 1997 are incorporated by reference into
Part I, Part II, Part III and Part IV.
Traditional Small Business Disclosure Format. Yes ____ No X
<PAGE>
The Annual Report on Form 10-K for the year ended December 31,
1997 is amended by replacing the item listed below as set forth
herein.
1. Part I, Item 4., Submission of Matters to a Vote of Security
Holders is hereby amended in its entirety to read as
follows:
"ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
NONE"
<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 hereunto duly authorized.
THE FIRST JERMYN CORP.
Dated: May 15, 1998
By/s/Donald J. Gibbs
Donald J. Gibbs,
Chief Financial Officer
