YORK FINANCIAL CORP
10-Q, 1997-02-12
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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16

THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(d) OF
REGULATION S-T.



FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.   20549


QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF   
THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended December 31, 1996
Commission File No. 0-14995


YORK FINANCIAL CORP.
(Exact name of Registrant as specified in its charter)

Pennsylvania
(State or other jurisdiction of incorporation or organization)

23-2427539
(I.R.S. employer identification number)

101 South George Street York, Pa.  17401
(Address of principal executive offices) (Zip code)

(717) 846-8777
Registrant's telephone number, including area code


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,
and (2) has been subject to such filing requirements for the past
90 days.

Yes   [X]
No    [ ]


Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Common stock, par value $1.00 per share 6,792,435 shares
outstanding as of  December 31, 1996.


YORK FINANCIAL CORP.

INDEX



Part I.         FINANCIAL INFORMATION                        Page
Number

Item 1.    Financial Statements

Consolidated balance sheets
December 31, 1996 and June 30, 1996 (unaudited)             3

Consolidated statements of income,
three months and six months ended December 31, 1996         
and 1995 (unaudited)                                        4

Consolidated statements of cash flows,
six months ended December 31, 1996
and 1995 (unaudited)                                        5

Notes to consolidated financial statements                  6

Item 2.    Management's Discussion and Analysis of
     Financial Condition and Results of Operations          7


Part II.       OTHER INFORMATION

Item 1.    Legal Proceedings                                15

Item 2.    Changes in Securities                            15

Item 3.    Defaults upon Senior Securities                  15

Item 4.    Submission of Matters to a Vote of
             Security Holders                               15

Item 5.    Other Information                                15

Item 6.    Exhibits and Reports on Form 8-K                 15


SIGNATURES                                                  16

<TABLE>
                                
  YORK FINANCIAL CORP. AND SUBSIDIARIES
       CONSOLIDATED BALANCE SHEETS
                                                               
                                                                
(In thousands, unaudited)                   December     June 
                                               31         30
                                              1996       1996
   <S>                                         <C>       <C>
ASSETS                                          
                                                               
Cash and due from banks:                                       
   Noninterest-earning                       $20,509    $21,864
   Interest-earning                            1,581      2,207
                                                               
                                              22,090     24,071
                                                               
Loans held for sale, net                       5,966      5,686
Securities held for trading                    2,368     21,736
Securities available for sale                 52,122     53,115
Securities held to maturity (fair value at                     
Dec. 31,1996 - $8,736 and June 30, 1996 -  
$8,948)                                        9,038      9,275
Loans receivable, net                      1,006,872    938,570
Real estate, net                              17,008     13,361
Premises and equipment                        16,957     16,398
Federal Home Loan Bank stock, at cost          6,733      6,733
Accrued interest receivable                    7,732      7,370
Other assets                                   8,146      8,142
Investments in joint ventures                  5,003      5,347
Total Assets                              $1,160,035 $1,109,804
                                                        
                                                               
LIABILITIES AND STOCKHOLDERS' EQUITY                           
                                                               
Liabilities:                                                   
   Deposits                                 $942,888   $908,123
   Federal Home Loan Bank advances and       
other borrowings                             106,374     74,380
   Advances from borrowers for taxes and      
insurance                                      2,460      4,237
   Other liabilities                          13,784     29,524
Total Liabilities                          1,065,506  1,016,264
                                                               
Stockholders' Equity:                                          
   Preferred Stock: 10,000,000 shares            ---        ---
authorized and unissued
   Common Stock, $1.00 par value:                              
     Authorized 10,000,000 shares; issued                      
Dec. 31,1996 -  6,792,435; June 30, 1996 -     
6,087,722                                      6,792      6,088
   Additional capital                         79,228     67,809
   Retained earnings                           9,567     21,154
   Unrealized gains (losses)                       2      (451)
   Unearned ESOP shares                      (1,060)    (1,060)
Total Stockholders' Equity                    94,529     93,540
Total Liabilities and Stockholders'Equity $1,160,035 $1,109,804
                                                        
See notes to consolidated financial statements
</TABLE>
                                
<TABLE>
                                
   YORK FINANCIAL CORP. AND
         SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF INCOME
                                                               
                                                               
                                 Three Months      Six Months 
                                    Ended            Ended 
                                 December 31      December 31
                                 1996    1995     1996    1995
   <S>                           <C>     <C>      <C>     <C>
(In thousands except per share                              
              data, unaudited)
Interest income:                                               
   Interest and fees on loans  $20,501  $18,842 $40,203 $37,221
   Interest on securities held
    for trading                    242       74     624     165
   Interest on securities
    available for sale             871      770   1,759   1,347  
   Interest and dividends on       
    securities held to maturity    236      403     469     935
   Other interest income           228      296     403     530
      Total interest income     22,078   20,385  43,458  40,198
Interest expense:                                              
   Interest on deposits         11,509   10,566  22,721  20,834
   Interest on borrowings        1,692    1,280   3,130   2,328
      Total interest expense    13,201   11,846  25,851  23,162
      Net interest income        8,877    8,539  17,607  17,036
Provision for loan losses          903      700   1,806   1,300
      Net interest income after                                     
provision for loan losses        7,974    7,839  15,801  15,736
Other income:                                                  
   Mortgage banking              1,273      831   2,026   1,520
   Gain (loss) on sales of         
real estate                         13    1,203    (40)     938
   Fees and service charges        776      651   1,453   1,236
   Income (loss) from joint       
ventures                           206      557   (421)     693 
   Other operating income          242      170     484     334
      Total other income         2,510    3,412   3,502   4,721
Other expenses:                                                
   Salaries and employee        
benefits                         2,484    2,787   5,441   5,540
   Occupancy                       875      647   1,685   1,302
   Federal deposit insurance       415      486     946     951
   SAIF special assessment         ---      ---   5,310     ---
   Real estate                      87      187     184     366
   Data processing                 278      261     527     505
   Other                         1,604    1,240   3,046   2,523
      Total other expenses       5,743    5,608  17,139  11,187
Income before income taxes       4,741    5,643   2,164   9,270
Provision for income taxes       1,871    2,256     887   3,712
Net income                      $2,870   $3,387  $1,277  $5,558
                                                                
Per share data:                                                
   Net income               $ 0.40    $ 0.49    $ 0.18    $ 0.81
   Cash dividends paid      $0.136    $0.124    $0.273    $0.248
Weighted average shares  7,138,017 6,904,437 7,088,178 6,886,214
                                                                
     See notes to consolidated financial statements
</TABLE>
<TABLE>
YORK FINANCIAL CORP. AND SUBSIDIARIES                     
CONSOLIDATED STATEMENTS OF CASH FLOWS                     
                                                             
                                               Six Months Ended
                                              December December
                                                  31     31
                                                 1996   1995
   <S>                                           <C>    <C>
(In thousands, unaudited)                                 
OPERATING ACTIVITIES                                         
 Net income                                     $1,277   $5,558
 Adjustments to reconcile net income to
    net cash provided by operating activities:
         Amortization and accretion on          
          securities, net                        (357)  (1,109)
         Provision for loan losses               1,806    1,300
         Provision for real estate losses          ---      200
         Depreciation and amortization             838      748
         Loans originated for sale            (44,914) (75,618)
         Proceeds from sales of trading        
          securities                            60,406   48,783
         Realized (gains) losses on trading        
          securities                               158     (57)
         Realized (gains) losses on sales of                 
          securities available for sale            ---     (68)
         Decrease (increase) in other assets       515  (2,290)
         Increase (decrease) in other         
          liabilities                          (15,928) (4,950)
         Other                                  (1,101) (2,485)
Net cash provided by (used in) operating         
 activities                                      2,700 (29,988)
                                                             
INVESTING ACTIVITIES                                         
   Proceeds from sales of securities available           
for sale                                           ---   12,102
   Purchases of securities held to maturity       (57)      ---
   Proceeds from maturities of securities held      
to maturity                                         57      ---
   Principal repayments on securities            4,354    7,322
   Loans originated or acquired, net of change               
in deferred loan fees                        (163,558)(131,017)
   Principal collected on loans                 86,894   82,784
   Proceeds from sales of  loans                 1,643      892
   Purchases of real estate                       (82)     (99)
   Proceeds from sales of real estate            1,686    6,121
   Purchases of premises and equipment, net    (1,338)    (313)
   Other                                         (297)  (2,892)
Net cash used in investing activities         (70,698) (25,100)
                                                             
FINANCING ACTIVITIES                                         
   Net increase (decrease) in demand deposits,
NOW accounts, savings accounts, and
31-day certificates of deposit                (23,283)   21,846
   Net increase (decrease) in certificates of  
deposit                                         58,047   21,349
   Net increase (decrease) in short-term         
borrowings                                       7,000    4,765
   Increase in Federal Home Loan Bank advances  
and other borrowings                            25,000      ---
   Repayments of Federal Home Loan Bank                      
advances and other borrowings                      (6)      (6)
   Issuance of common stock :                                
      Dividend reinvestment plan                 1,016      778
      Stock option plans                            97       12
   Cash dividends paid                         (1,833)  (1,630)
   Cash in lieu of fractional shares              (21)     (20)
Net cash provided by financing activities       66,017   47,094
Increase (decrease) in cash and cash          
equivalents                                    (1,981)  (7,994)
Cash and cash equivalents at beginning of year  24,071   39,329
Cash and cash equivalents at end of year       $22,090  $31,335
</TABLE>
                                                        

              YORK FINANCIAL CORP. AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                        December 31, 1996


Note A -- Basis Of Presentation

The   accompanying  unaudited  condensed  consolidated  financial
statements  have  been  prepared  in  accordance  with  generally
accepted  accounting principles for interim financial information
and  with  the  instructions  to Form  10-Q  and  Article  10  of
Regulation  S-X.   Accordingly, they do not include  all  of  the
information   and   footnotes  required  by  generally   accepted
accounting principles for complete financial statements.  In  the
opinion  of  management, all adjustments  (consisting  of  normal
recurring  accruals) considered necessary for a fair presentation
have  been included.  Operating results for the six month  period
ended  December  31, 1996 are not necessarily indicative  of  the
results  that may be expected for the year ended June  30,  1997.
For  further  information,  refer to the  consolidated  financial
statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended June 30, 1996.

Cash  Flow Information:  For purposes of the statements  of  cash
flows,  cash equivalents include cash and amounts due from banks.
During  the  six  months ended December 31, 1996  and  1995,  the
Association exchanged loans for mortgage-backed securities in the
amounts of $43.0 million and $67.5 million respectively.   During
the  six months ended December 31, 1996 and 1995, the Association
transferred  unpaid  loan  balances from  loans  to  real  estate
acquired  due  to foreclosures of $6.6 million and  $2.6  million
respectively.

Reclassifications:  Certain reclassifications have been  made  to
the fiscal 1996 consolidated financial statements to conform with
the fiscal 1997 presentation.

Note B -- Per Share Data

On  October  18,  1996,  the Corporation  declared  a  10%  stock
dividend  to  shareholders of record on November 4,  1996,   paid
November 15, 1996.  Net income per share is computed based on the
weighted average number of common shares outstanding and dilutive
common  stock  equivalents, adjusted for stock  dividends.   Cash
dividends paid per share are based on the number of common shares
outstanding  at  each  declaration  date,  adjusted   for   stock
dividends.


             MANAGEMENT'S DISCUSSION AND ANALYSIS OF
  CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF
                      YORK FINANCIAL CORP.

Financial Review

      The  purpose  of  this discussion is to provide  additional
information  about  York  Financial Corp.  ("York  Financial"  or
"Corporation"),   its   financial  condition   and   results   of
operations.   Readers  of  this  report  should  refer   to   the
consolidated  financial  statements  and  other  financial   data
presented   throughout  this  report  to  fully  understand   the
following discussion and analysis.

     York Financial is a unitary savings and loan holding company
incorporated in Pennsylvania in September 1985 and in August 1986
became  the  sole  stockholder of York Federal Savings  and  Loan
Association  ("York  Federal"  or  "Association"),  a   federally
chartered  stock  savings and loan association.   Presently,  the
primary  business  of  York Financial is  the  business  of  York
Federal.   At December 31, 1996, the Corporation had consolidated
assets  of  $1.2  billion, total deposits of $943.0  million  and
stockholders'  equity  of $94.5 million.  The  Association  is  a
member  of the Federal Home Loan Bank ("FHLB") of Pittsburgh  and
is  subject  to  supervision, examination and regulation  by  the
Office  of  Thrift  Supervision ("OTS") and the  Federal  Deposit
Insurance  Corporation  ("FDIC").  The Association  is  primarily
engaged  in  the  business of attracting deposits  and  investing
these  deposits into loans secured by residential and  commercial
real  property,  consumer  loans and  securities.   York  Federal
conducts its business through twenty-two offices located in south
central  Pennsylvania  and Maryland.  In addition,  York  Federal
maintains  a commissioned mortgage origination staff as  well  as
mortgage   broker   relationships  which  originate   residential
mortgage  loans  for the Association primarily  in  Pennsylvania,
Maryland, Virginia and Delaware.  The Association's deposits  are
insured  up  to  applicable  limits by  the  Savings  Association
Insurance Fund ("SAIF") of the FDIC.

      The  Corporation's net income is highly  dependent  on  the
interest rate spread between the average rate earned on loans and
securities  and the average rate paid on deposits and  borrowings
as  well  as  the amount of the respective assets and liabilities
outstanding.   Other operating income is a strong  supplement  to
York  Federal's interest income and is primarily  the  result  of
mortgage banking activities including gains on sales of mortgage-
backed   securities  created  from  loan  originations  and   the
resulting service fee income derived from the portfolio of  loans
serviced for others.  Other operating income also includes  gains
and  losses on sales of real estate and fees and service  charges
assessed on loan and deposit transactions, as well as income/loss
from equity investments.

Interest Rate Sensitivity Management

           In  an  effort to maintain control over  net  interest
income,  management  of  York Federal focuses  its  attention  on
managing  the interest rate sensitivity of assets and liabilities
and  controlling the volume of lending, investment and  borrowing
activity.  By managing the ratio of interest sensitive assets  to
interest sensitive liabilities repricing in the same periods, the
Corporation  seeks  to minimize the negative effect  of  interest
rate fluctuations.


      Management  reviews the Association's interest  sensitivity
position  on an ongoing basis and prepares strategies  to  adjust
that  sensitivity  to maximize the yield on the  asset  portfolio
while maintaining the interest rate sensitivity on earning assets
at  acceptable levels to insulate it from the effects of interest
rate  fluctuations.   The  Corporation originates  for  portfolio
principally short and intermediate term and adjustable rate loans
and sells most fixed rate loan originations.  The funding sources
for  these  portfolio loans are deposits with various  maturities
and  short  term borrowings.  The result of this origination  and
funding activity was a $61.1 million liability sensitive  gap  at
the one year time period at December 31, 1996.
<TABLE>
Interest Sensitivity Gap Analysis
                                              
                                        Subject to Repricing
                                          December  June
                                             31      30
                                            1996    1996
   <S>                                      <C>     <C>
(Dollars in thousands)                                
                                                          
Earning assets maturing or repricing                      
within one year                          $629,777  $645,432
                                                          
Interest bearing liabilities maturing or                  
repricing within one year                 690,829   641,677
                                                          
Interest sensitivity gap within one year                  
                                        $(61,052)   $ 3,755
                                                   
Cumulative interest sensitivity gap                       
within one year as a percent
     of total assets                      (5.26)%     0.34%
                                                          
</TABLE>


      The  Corporation also monitors its interest  rate  risk  in
accordance with regulatory guidance. Fluctuations in net interest
income and the market value of portfolio equity are determined in
various  interest rate scenarios and monitored against acceptable
limitations established by management and approved by  the  Board
of  Directors.   Interest rate risk as indicated through  balance
sheet simulations at December 31, 1996 is considered to be within
acceptable  limits.  The management of York Federal is  committed
to  managing the asset portfolio in order to maximize  the  yield
and  maintain  an  interest rate sensitivity  of  York  Federal's
earning  assets  that  insulates it from the  potential  negative
effect of interest rate fluctuations.

Asset Quality

           Management is aware of the risks inherent  in  lending
and   continually  monitors  risk  characteristics  of  the  loan
portfolio.  The Association's policy is to maintain the allowance
for  loan  losses at a level believed adequate by  management  to
absorb  potential loan losses within the portfolio.  Management's
determination of the adequacy of the allowance is performed by an
internal   loan   review  committee  and   is   based   on   risk
characteristics  of  loans  including loans  deemed  impaired  in
accordance  with  FASB Statement No. 114, past  loss  experience,
economic   conditions  and  such  other  factors   that   deserve
recognition.    Additions  to  the  allowance  are   charged   to
operations.

An  analysis  of the allowance for loan losses, for  the  periods
indicated is as follows:
<TABLE>
                                                 Six      Fiscal
                                               Months      Year
                                                Ended      Ended
                                              December     June
                                                 31         30
                                                1996       1996
   <S>                                          <C>        <C>
(Dollars in thousands)                                     
Total allowance for loan losses at beginning    
of period                                       $6,609    $5,840
Loans charged-off:                                              
   Real estate - mortgage:                                      
     Residential                                   695     1,151
     Commercial                                  1,195       620
     Consumer                                      106       100
       Total charged-offs                        1,996     1,871
                                                                
Recoveries:                                                     
   Real estate - mortgage:                                      
     Residential                                   145       156
     Commercial                                    155       184
     Consumer                                        1       ---
       Total recoveries                            301       340
       Net loans charged-off                     1,695     1,531
Provision for loan losses                        1,806     2,300
Total allowance for loan losses at end of                     
period                                          $6,720    $6,609
Percentage of net charge-offs to average                        
loans outstanding during the period              0.17%     0.17%
Percentage of allowance for loan losses to                      
adjusted total loans                             0.66%     0.70%
</TABLE>
                                                                


      The  allowance for loan losses totaled $6.7 million or .66%
of  adjusted total loans of $1.0  billion at December  31,  1996.
Such  amount  is  considered adequate  relative  to  management's
assessment   of  risk  characteristics  inherent  in   the   loan
portfolio.   While  management  uses  available  information   to
recognize losses on loans, future additions to the allowance  may
be  necessary based on specific circumstances related to  problem
loans as well as changes in economic conditions.

      An  analysis  of  nonperforming  assets  is  summarized  as
follows:
<TABLE>
                                     December   June 
                                        31       30
                                       1996     1996
   <S>                                 <C>      <C>
(Dollars in thousands)                          
Loans accounted for on a                        
nonaccrual basis:
    Real estate-mortgage:                          
      Commercial                       $1,135  $1,481
      Land                                200     200
        Total nonaccrual loans         $1,335  $1,681
Accruing loans which are contractually                          
past due 90 days or more:                         
    Real estate-mortgage:                          
      Residential                      11,464  10,029
      Consumer                            683     383
    Total of 90 days past due loans    12,147  10,412
Total of nonaccrual and 90 days                    
past due loans                        $13,482 $12,093
  As a percent of total loans           1.33%   1.28%
                                                   
Real Estate Owned:
 Real Estate acquired through 
  foreclosure or repossession by
  loan type:
  Real Estate:
   Residential                        $5,803   $4,913
   Commercial                          5,195    2,370
  Land                                 3,001    3,349
 Allowance for real estate losses      (616)    (955)
Total real estate owned               13,383    9,677
 As a percent of total assets          1.15%    0.87%
Total nonperforming assets            26,865   21,770
 As a percent of total assets          2.32%    1.96%
</TABLE>
  
      Management  recognizes the risk of potential  reduction  in
value of real estate owned during the holding period and provides
for  such risk by maintaining a general allowance for real estate
losses  (such  reserve is separate from and in  addition  to  the
allowance for loan losses).  For the first six months of   fiscal
1997,  no additions were made to the allowance.  Charge offs  net
of recoveries of $339,000 resulted in a decrease in the allowance
for  Real  Estate Owned losses to $616,000 at December 31,  1996.
Management  continually monitors the risk profile of real  estate
owned  and  maintains an allowance for real estate  losses  at  a
level  believed adequate to absorb  potential losses within   the
real estate portfolio.

Liquidity

      The  primary  purpose of asset/liability management  is  to
maintain  adequate  liquidity  and  a  desired  balance   between
interest  sensitive assets and liabilities.  Liquidity management
focuses  on  the  ability to meet the cash flow  requirements  of
customers wanting to withdraw or borrow funds for their  personal
or  business needs.  Interest rate sensitivity management focuses
on   consistent  growth  of  net  interest  income  in  times  of
fluctuating  interest  rates.  The management  of  liquidity  and
interest  rate  sensitivity must be coordinated  since  decisions
involving one may influence the other.

      Liquidity  needs  can be met by either reducing  assets  or
increasing liabilities.  Sources of asset liquidity include short
term  investments,  securities available for sale,  maturing  and
repaying  loans  and  monthly  cash  flows  from  mortgage-backed
securities.  The loan portfolio provides an additional source  of
liquidity  due  to York Federal's participation in the  secondary
mortgage  market.   Liquidity needs  can  be  met  by  attracting
deposits  and utilizing borrowing arrangements with the  FHLB  of
Pittsburgh and the Federal Reserve Bank of Philadelphia for short
and long term advances as well as other short term borrowings.

      Deposits  represent  the Association's  primary  source  of
funds.  The Association does not rely on brokered deposits  as  a
source of funds.  During the first six months of fiscal 1997, the
Association's  deposits increased $34.8  million.   In  addition,
York  Federal  has  supplemented its  deposit  gathering  efforts
through borrowings from the FHLB of Pittsburgh.  At December  31,
1996,   York   Federal  had  $105.3  million  in  FHLB   advances
outstanding at a weighted average interest rate of 6.30%.

      Under  current  regulations, York Federal  is  required  to
maintain  liquid  assets at 5.0% or more of its net  withdrawable
deposits  plus short term borrowings.  Throughout the six  months
ended  December  31,  1996, York Federal  maintained  an  average
liquidity  level  which  was in compliance  with  the  regulatory
requirements.  At December 31, 1996, the Association's  liquidity
level was 5.07%.

     Amortization and prepayments of loans and proceeds from loan
and  securities  sales within the Association's mortgage  banking
activity represent a substantial source of funds to York Federal.
These sources amounted to $153.5 million for the first six months
of fiscal 1997.

      The  principal use of York Federal funds is the origination
of  mortgage  and  other loans.  Loan demand  resulted  in  total
originations of $215.3 million for the period ended December  31,
1996.   Loan originations were obtained through various  channels
including   the  retail  branch  system,  commissioned   mortgage
origination  staff, tele-mortgage activity and expanded  mortgage
broker  relationships.  The volume of originations was  favorably
impacted  by  a  relatively stable interest rate environment  and
included   traditional  long  term  fixed  rate  loans  primarily
originated  for  sale as well as adjustable rate and  residential
construction loan products.  In addition, in response to changing
customer  preferences intermediate term mortgage  products,  i.e.
seven year balloon loans and 5/1 CMT adjustable rate loans (fixed
rate   for   the   first  five  years  with  annual   adjustments
thereafter),  became a more significant component of  origination
volume.

Capital

     The management of capital provides the foundation for future
asset  and  profitability growth and is a major strategy  in  the
management  of  York  Financial Corp.   Stockholders'  equity  at
December 31, 1996 totaled $94.5 million compared to $90.2 million
at  December 31, 1995, an increase of $4.3 million or 4.8%.  This
growth  was  a  result  of  a combination  of  factors  including
earnings  growth,  cash  dividends paid, issuance  of  shares  in
connection  with various benefit and dividend reinvestment  plans
and  the  impact  of  unrealized losses on "available  for  sale"
securities.

      OTS  regulated  thrifts must comply  with  various  capital
standards:

      Tangible  Capital.  Generally, common stock  plus  retained
earnings must equal at least 1.5% of adjusted total assets.

      Core  Capital  to  total  assets.   Tangible  capital  plus
qualifying supervisory goodwill (arising from the purchase  of  a
troubled  savings  association) and other  qualifying  intangible
assets must equal at least 3.0% of adjusted total assets.

      Risk-Based Capital.  Risk-based capital must equal at least
8.0%  of  risk-weighted assets, as defined  in  the  regulations.
Core  capital component of risk-based capital, as defined  above,
must equal at least 4.0% of risk weighted assets.

      At  December  31,  1996, York Federal's tangible  and  core
capital  both  equaled  7.2%  ($83.0 million),  substantially  in
excess  of the minimum regulatory requirements of 1.5% and  3.0%,
respectively, as indicated above.  York Federal's total assets do
not  include any goodwill.  York Federal's core capital  to  risk
weighted  assets equaled  10.7% ($83.0 million) at  December  31,
1996,  which  exceeds its required level of 4.0%.  Finally,  York
Federal's risk-based capital ratio equaled 11.6% ($89.6  million)
at December 31, 1996, which exceeds its required level of 8.0% by
$27.6 million.


Results of Operations

Six months Ended December 31, 1996 Compared to December 31, 1995

Net Interest Income

      York Financial's earnings are affected by the level of York
Federal's net interest income, the difference between the  income
it  receives on its loan portfolio and other investments and  its
cost  of money, consisting primarily of interest paid on deposits
and  borrowings.  Net interest income is affected by the  average
yield  on  interest-earning assets, the average rate on interest-
bearing liabilities, and the ratio of interest-earning assets  to
interest-bearing liabilities.

           Net  interest income for the six months ended December
31, 1996 was $17.6 million compared to $17.0 million for the same
period  last  year.   The  increase in net  interest  income  was
attributable  to an increase in average earning assets  primarily
due  to the retention of intermediate term assets. The margin  on
interest-earning assets decreased to 3.27% from 3.52% for the six
months ended December 31, 1996 and 1995, respectively. The impact
of  a lower interest rate environment, a decrease in deferred fee
income  recognition  and  a  higher level  of  non-accrual  loans
resulted  in  a 26 basis point decrease to the average  yield  on
interest  earning  assets  to 7.97%  for  the  six  months  ended
December 31, 1996 as compared to 8.23% in the same period in  the
prior  year.  The  higher  level of interest-bearing  liabilities
during  the  first  six  months  of  fiscal  1997  resulted  from
increases  in  higher cost guaranteed money fund and  certificate
accounts and short-term borrowings which were offset by decreases
in  savings  and  regular money market accounts.  This  resulting
composition  shift  offset  the lower levels  of  interest  rates
resulting  in  no change to the average rate on interest  bearing
liabilities  of 4.98%.  The net effect caused the  interest  rate
spread for the current period to decrease to 3.00% from 3.24%  in
the same period last year.

Provision for Loan Losses

      Management  is aware of the risks inherent in  lending  and
continually monitors risk characteristics of the loan  portfolio.
See "Asset Quality".

Other Income

      Other  income  was $3.5 million for the  six  months  ended
December 31, 1996, a decrease of  25.8% from the six months ended
December  31,  1995. Mortgage banking income for the  six  months
ended  December 31, 1996 increased $506,000  to $2.0  million  or
33.3%  as  compared to the same period in 1995 and  includes  net
gains  on  sales of loans, trading securities and  servicing  and
income from servicing fees.  The portfolio of loans serviced  for
others totaled $505.7 million at December 31, 1996 as compared to
$601.1  million at December 31, 1995.  Included in the change  in
the  balance serviced for others was the sale of servicing rights
on  approximately  $96.7  million of loans  serviced  for  others
consummated  in  December 1996 at a net gain  of  $510,000.   The
servicing  rate  earned on the portfolio of  loans  serviced  for
others  for  the six months ended December 31, 1996 decreased  to
..248  %  from  .249%  in the same period in  1995.  Gain(loss) on
sales of  real estate  was a loss of  $40,000 for the six  months 
ended December 31, 1996 as compared to a gain of $938,000 for the
six months ended December 31, 1995. This gain in the prior period
is  primarily  attributed to  the  sale of  real  estate held for
investment which resulted in a $1.3 million gain partially offset 
by losses on  sale of other real  estate sold during the  period.
Fees and service charges for the six  months  ended December  31,
1996 increased by 17.6% to 1.5 million compared to 1.2 million in 
the same period in 1995.  The Corporation is a partner in various
joint ventures.  These joint ventures during the first six months
of fiscal 1997 had losses of $421,000.These losses were primarily
related to the Corporation's share in the net losses of a venture
capital partnership resulting from the  decreased market value of 
underlying  portfolio  investments.  Other  operating income  was 
$484,000 in the first  six months of fiscal  1997 as  compared to
$334,000 in the first six months of fiscal 1996.  Other operating
income includes income from operations of subsidiaries, including
commissions   earned  from   discount  brokerage  activities  and
appraisal  and  construction   inspection  services  provided  to
independent third parties.

Other Expenses

      Other  expenses of $17.1 million increased $6.0 million  or
53.2%  for the six months ended December 31, 1996 as compared  to
the same period in 1995.

      The  Deposit  Insurance  Funds  Act  of  1996  was  enacted
September 30, 1996 and included provisions for a one-time special
assessment   to   recapitalize  the  SAIF  (Savings   Association
Insurance fund) of the FDIC.  This Act required SAIF institutions
to pay a one-time special assessment of 65.7 basis points  on the
deposit premium  assessment  base as of  March 31, 1995 resulting
in  a  $5.3  million pre-tax charge  recognized in the six months
ended  December  31,  1996.     Future  SAIF insurance   premiums
will   be  paid at a substantially lower rate which will be  more
consistent with the deposit insurance premiums paid by BIF  (Bank
Insurance Fund) insured institutions.

      Salaries  and employee benefits decreased $99,000  or  1.8%
over  the  same  period in 1995 and is primarily attributable  to
increases  in salaries due to the implementation of revisions  to
the salary administration program offset by substantially reduced
profit  sharing  expense  due  to reduced  profitability  of  the
Corporation   caused  by  recognition  of   the   one-time   SAIF
assessment.  Occupancy expense increased $383,000 or  29.4%  over
the  same period in 1995 and is primarily attributed to operating
cost related to a new office facility occupied in June 1996. Real
estate expenses decreased $182,000 when compared to December  31,
1995 and is primarily attributable to a decrease in provision for
possible  real  estate losses (see asset quality), decreased  net
carrying costs related to maintaining the portfolio of properties
and   settlement  and  legal  fees  related  to  disposition   of
properties.  Other expenses includes a loss accrual  of  $100,000
related  to  the expected settlement of litigation  initiated  in
1991  and  increased advertising expenses of $166,000 related  to
the  promotion of various loan and deposit product offerings over
the same period in 1995.

Provision for Income Taxes

      The  provision  for income taxes of $887,000  for  the  six
months  ended December 31, 1996 represents an effective tax  rate
of  41.0% as compared to 40.0% for the same period last year.


Regulatory Matters

      Transactions with affiliates are limited to 10% of  capital
and  surplus  per affiliate with an aggregate limit on  all  such
transactions with affiliates to 20% of capital and  surplus.   At
December  31, 1996 such transactions are within these  regulatory
limits.

Effects of Inflation and Changing Prices

      The consolidated financial statements and related financial
data  presented  herein  have been prepared  in  accordance  with
generally  accepted  accounting  principles,  which  require  the
measurement of financial position and operating results in  terms
of  historical dollars, without considering changes  in  relative
purchasing power over time due to inflation.

      Unlike  most  industrial companies, virtually  all  of  the
assets and liabilities of a financial institution are monetary in
nature.   As  a  result,  interest rates generally  have  a  more
significant impact on a financial institution's performance  than
does  the effect of inflation.  Interest rates do not necessarily
move  in the same direction or in the same magnitude as the price
of   goods  and  services  since  such  prices  are  affected  by
inflation.   In  the  current  interest  rate  environment,   the
liquidity  and maturity structures of York Federal's  assets  and
liabilities  are  critical  to  the  maintenance  of   acceptable
performance levels.


   PART II.   OTHER INFORMATION
                                              
                                              
    ITEM 1.   LEGAL PROCEEDINGS
              None
                                              
    ITEM 2.   CHANGES IN SECURITIES
              None
                                              
    ITEM 3.   DEFAULTS UPON SENIOR SECURITIES
              None
                                              
    ITEM 4.   OTHER INFORMATION
              None
                                              
    ITEM 5.   EXHIBITS AND REPORTS ON FORM 8-K
              The following exhibit is included herein:
                                              
               (11) Statement re: computation of
                    earnings per share
                                               
               The company did not file any reports
               on Form 8-K during the six months ended            
               December 31, 1996.
                                              


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.


York Financial Corp.
(Registrant)


Date February 11, 1997             /s/ Robert W. Pullo
                              Robert W. Pullo, President -
                              Chief Executive Officer


Date February 11, 1997             /s/ James H. Moss
                              James H. Moss, Senior Vice President 
                              - Chief Financial Officer/Treasurer


 (11) -- Statement  re:  Computation of Earnings Per Share
                                                     
<TABLE>
                                                     
                                        Six Months Ended
                                         December 31
                                       1996       1995
(Dollars in thousands, except per share data)
                                                     
   <S>                                 <C>        <C>   
Primary:                                             
  Average shares outstanding        6,663,705  6,504,810
  Net effect of dilutive stock                       
     options -- based on the                         
     treasury stock method
     using average market price       424,473    381,404
                                               
Totals                              7,088,178  6,886,214
                                               
                                                     
Net income                             $1,277     $5,558
                                               
Per share amount                       $ 0.18     $ 0.81
                                               
Fully diluted:                                       
Average shares outstanding          6,663,705  6,504,810
Net effect of dilutive stock 
options -- based on the treasury 
stock method using quarter end 
market price or average market 
price whichever is greater            435,672    381,820
                                               
Totals                              7,099,377  6,886,630
                                               
                                                     
Net income                             $1,277     $5,558
                                               
Per share amount                       $ 0.18     $ 0.81
</TABLE>
                                               



<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-END>                               DEC-31-1996
<CASH>                                           22090
<INT-BEARING-DEPOSITS>                            1581
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                  2368
<INVESTMENTS-HELD-FOR-SALE>                      52122
<INVESTMENTS-CARRYING>                            9038
<INVESTMENTS-MARKET>                              8736
<LOANS>                                        1012838
<ALLOWANCE>                                       6720
<TOTAL-ASSETS>                                 1160035
<DEPOSITS>                                      942888
<SHORT-TERM>                                    105000
<LIABILITIES-OTHER>                              13784
<LONG-TERM>                                       1374
                             6792
                                          0
<COMMON>                                             0
<OTHER-SE>                                       87737
<TOTAL-LIABILITIES-AND-EQUITY>                 1160035
<INTEREST-LOAN>                                  40203
<INTEREST-INVEST>                                 2852
<INTEREST-OTHER>                                   403
<INTEREST-TOTAL>                                 43458
<INTEREST-DEPOSIT>                               22721
<INTEREST-EXPENSE>                               25851
<INTEREST-INCOME-NET>                            17607
<LOAN-LOSSES>                                     1806
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  17139
<INCOME-PRETAX>                                   2164
<INCOME-PRE-EXTRAORDINARY>                        2164
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1277
<EPS-PRIMARY>                                     0.18
<EPS-DILUTED>                                     0.18
<YIELD-ACTUAL>                                    3.27
<LOANS-NON>                                       1335
<LOANS-PAST>                                     12147
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                  6609
<CHARGE-OFFS>                                     1996
<RECOVERIES>                                       302
<ALLOWANCE-CLOSE>                                 6720
<ALLOWANCE-DOMESTIC>                              4031
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                           2689
        

</TABLE>


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