YORK FINANCIAL CORP
10-Q, 1997-05-13
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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15

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 March 31, 1997
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  6,971,191  shares
outstanding as of  March 31, 1997.


YORK FINANCIAL CORP.

INDEX



Part I.         FINANCIAL INFORMATION                        Page
Number

Item 1.    Financial Statements

Consolidated balance sheets
March 31, 1997 and June 30, 1996 (unaudited)                3

Consolidated statements of income,
three months and nine months ended March 31, 1997
and 1996 (unaudited)                                        4

Consolidated statements of cash flows,
nine months ended March 31, 1997
and 1996 (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                        
                                                               
                                                               
                                        March 31     June 30
(In thousands, unaudited)                 1997         1996
ASSETS                                             
<S>                                     <C>             <C>             
Cash and due from banks:                                       
   Noninterest-earning                 $    21,135  $    21,864
   Interest-earning                            943        2,207
                                            22,078       24,071
                                                               
Loans held for sale, net                     3,998        5,686
Securities held for trading                 11,540       21,736
Securities available for sale               56,280       53,115
Securities held to maturity (fair                              
value at
    March 31, 1997 - $8,852 and                                
    June 30, 1996 - $8,948)                  9,025        9,275
Loans receivable, net                      992,718      938,570
Real estate, net                            15,267       13,361
Premises and equipment                      16,910       16,398
Federal Home Loan Bank stock, at             7,907        6,733
cost
Accrued interest receivable                  7,851        7,370
Other assets                                 8,987        8,142
Investments in joint ventures                4,795        5,347
Total Assets                           $ 1,157,356  $ 1,109,804
                                                   
                                                               
LIABILITIES AND STOCKHOLDERS' EQUITY                           
                                                               
Liabilities:                                                   
   Deposits                            $   977,715  $   908,123
   Federal Home Loan Bank advances                             
   and other borrowings                     63,239       74,380
   Advances from borrowers                                     
   for taxes and insurance                   3,388        4,237
   Other liabilities                        15,456       29,524
Total Liabilities                        1,059,798    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
        March 31, 1997 - 6,971,191;                            
        June 30, 1996 - 6,087,722            6,971        6,088
   Additional capital                       80,076       67,809
   Retained earnings                        11,577       21,154
   Unrealized gains (losses)                 (138)        (451)
   Unearned ESOP shares                      (928)      (1,060)
Total Stockholders' Equity                  97,558       93,540
Total Liabilities and Stockholders'    $ 1,157,356  $ 1,109,804
Equity
                                                   
 See notes to consolidated financial statements
</TABLE>
<TABLE>
YORK FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
                                                                      
                                  Three                  Nine
                                 Months                 Months
                                  Ended                  Ended
                                March 31                March 31
                                  1997     1996       1997     1996
(In thousands except per share data, unaudited)
<S>                              <C>       <C>         <C>     <C> 
Interest income:                                                      
   Interest and fees on loans    $20,349  $18,989   $ 60,552  $ 56,210
   Interest on securities                                             
     held for trading                360       61        984       226
   Interest on securities                                             
     available for sale              951      849      2,710     2,196
   Interest and dividends on                                          
     securities held to             
     maturity                        231      199        700     1,134 
   Other interest income             218      196        621       726
      Total interest income       22,109   20,294     65,567    60,492
Interest expense:                                                     
   Interest on deposits           11,530   10,689     34,251    31,523
   Interest on borrowings          1,396      604      4,526     2,932
      Total interest expense      12,926   11,293     38,777    34,455
      Net interest income          9,183    9,001     26,790    26,037
Provision for loan losses            370      500      2,176     1,800
      Net interest income after
      provision for loan losses    8,813    8,501     24,614    24,237
Other income:                                                         
   Mortgage banking                  794      313      2,820     1,765
   Gain on sales of securities
     available for sale              ---      290        ---       358
   Gain on sales of real estate       78      133         38     1,071
   Gain on sale of joint venture   1,223      ---      1,223       ---
   Fees and service charges          657      585      2,110     1,821
   Income (loss) from joint     
   ventures                        (198)      445      (619)     1,138
   Other operating income            301      139        785       473
      Total other income           2,855    1,905      6,357     6,626
Other expenses:                                                       
   Salaries and employee benefits  3,082    3,235      8,523     8,775
   Occupancy                         891      687      2,576     1,989
   Federal deposit insurance         150      497      1,096     1,448
   SAIF assessment                   ---      ---      5,310       ---
   Real estate                       616      344        800       710
   Data processing                   269      248        796       753
   Other                           1,642    1,859      4,688     4,382
      Total other expenses         6,650    6,870     23,789    18,057
Income before income taxes         5,018    3,536      7,182    12,806
Provision for income taxes         1,968    1,198      2,855     4,910
Net income                        $3,050   $2,338   $  4,327  $  7,896
                                                                        
Per share data:                                                       
   Net income                      $0.42   $ 0.34   $   0.61  $   1.14
   Cash dividends paid            $0.150   $0.127   $  0.423  $  0.375
Weighted average shares        7,220,821 6,952,887 7,134,840 6,908,570
                                                                        
See notes to consolidated financial statements
</TABLE>
<TABLE>
YORK FINANCIAL CORP. AND SUBSIDIARIES                         
CONSOLIDATED STATEMENTS OF CASH FLOWS                               
                                                                    
                                                    Nine Months Ended
                                                        March 31
                                                       1997    1996
(In thousands, unaudited)                                    
<S>                                                    <C>     <C>
OPERATING ACTIVITIES                                                
 Net income                                           $4,327  $7,896
 Adjustments to reconcile net income to net cash                    
provided
 by operating activities:                                           
  Amortization and accretion on securities, net        (498) (1,581)
  Provision for loan losses                            2,176   1,800
  Provision for real estate losses                       533     401
  Depreciation and amortization                        1,266   1,115
  Loans originated for sale                         (92,588)(117,096)
  Proceeds from sales of trading securities           95,221  71,954
  Realized (gains) on trading securities               (465)   (125)
  Realized (gains) on sales of securities                ---   (358)
available for sale
  Realized (gain) on sale of joint venture           (1,223)    ---
  Decrease (increase) in other assets                     44   (372)
  Decrease in other liabilities                     (14,180) (1,535)
  Other                                              (1,061) (2,882)
Net cash used in operating activities                (6,448)(40,783)
                                                                    
INVESTING ACTIVITIES                                                
   Proceeds from sales of securities available for          
sale                                                   ---    25,268   
   Purchases of securities held to maturity          (1,231) (1,556)       
   Proceeds from maturities of securities held to                 
maturity                                                  57   4,170
   Principal repayments on securities                  5,933   4,685
   Loans originated or acquired, net of change in                   
     deferred loan fees                            (194,076)(179,273)
   Principal collected on loans                      129,251 132,584
   Proceeds from sales of  loans                       1,643   1,637
   Purchases of real estate                            (278)   (137)
   Proceeds from sales of real estate                  4,634   9,141
   Proceeds from sale of joint venture                 1,344     ---
   Purchases of premises and equipment, net          (1,666) (3,847)
   Other                                               1,056 (1,122)
Net cash used in investing activities               (53,333) (8,450)
                                                                    
FINANCING ACTIVITIES                                                
   Net increase (decrease) in demand deposits, NOW                  
accounts, savings accounts, and 31-day
    certificates of deposits                         (3,646)  56,194
   Net increase in certificates of deposit            73,237  26,458
   Net decrease in short-term borrowings            (36,000)(46,735)
   Increase in Federal Home Loan Bank advances                      
     and other borrowings                             25,000     ---
   Repayments of Federal Home Loan Bank advances                    
     and other borrowings                                (9)   (141)
   Issuance of common stock :                                       
      Dividend reinvestment plan                       1,583   1,234
      Stock option plans                                 518      48
   Cash dividends paid                               (2,874) (2,473)
   Cash in lieu of fractional shares                    (21)    (20)
Net cash provided by financing activities             57,788  34,565
Decrease in cash and cash equivalents                (1,993)(14,668)
Cash and cash equivalents at beginning of year        24,071  39,329
Cash  and cash equivalents at end of year            $22,078 $24,661
</TABLE>
              YORK FINANCIAL CORP. AND SUBSIDIARIES
                                
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                         March 31, 1997


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 nine month period
ended  March  31,  1997  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  nine  months  ended March 31,  1997  and  1996,  the
Association exchanged loans for mortgage-backed securities in the
amounts of $92.6 million and $99.2 million, respectively.  During
the  nine  months ended March 31, 1997 and 1996, the  Association
transferred  unpaid  loan  balances from  loans  to  real  estate
acquired  due  to foreclosures of $8.6 million and $4.9  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.

Note C -- Recently Issued Accounting Guidance

In  February  1997, the FASB issued Statement No. 128,  "Earnings
per   Share",  which  establishes  standards  for  computing  and
presenting earnings per share (EPS) and applies to entities  with
publicly  held  common  stock  or potential  common  stock.   The
Statement  simplifies  the standards for computing  earnings  per
share  previously  found in APB Opinion  No.  15,  "Earnings  per
Share", and makes them comparable to international EPS standards.
The  Corporation will adopt Statement No. 128 on January 1,  1998
and  all  prior-period EPS data presented will be restated.   The
Corporation  has not completed its assessment of  the  impact  of
adopting Statement No. 128.


                                
             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  March 31, 1997, the Corporation  had  consolidated
assets  of  $1.2  billion, total deposits of $977.7  million  and
stockholders'  equity  of $97.6 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 related
value  of servicing rights.  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 $63.6 million liability sensitive  gap  at
the one year time period at March 31, 1997.
<TABLE>
Interest Sensitivity Gap Analysis
                                              Subject to
                                               Repricing
                                            March 31  June 30
                                              1997      1996
(Dollars in thousands)                                    
<S>                                            <C>      <C>
Earning assets maturing or repricing               
within one year                             $605,738  $645,432
                                                               
Interest bearing liabilities maturing                          
 or repricing within one year                669,317   641,677
                                                               
Interest sensitivity gap within one year   $(63,579)    $3,755
                                                       
Cumulative interest sensitivity gap                            
within one year as a percent of total        (5.49)%     0.34%
assets
</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 limitations
established by management and approved by the Board of Directors.
Interest rate risk as indicated through balance sheet simulations
at  March 31, 1997 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>
                                                    Nine      Fiscal
                                                   Months      Year
                                                    Ended     Ended
                                                  March 31   June 30
                                                    1997       1996
(Dollars in thousands)                                       
<S>                                                   <C>       <C>
Total allowance for loan losses at beginning of   
period                                             $   6,609    $5,840
Loans charged-off:                                                    
   Real estate - mortgage:                                            
     Residential                                       1,113     1,151
     Commercial                                        1,354       620
   Consumer                                              186       100
       Total charged-offs                              2,653     1,871
                                                                     
Recoveries:                                                           
   Real estate - mortgage:                                            
     Residential                                         176       156
     Commercial                                          234       184
   Consumer                                                3       ---
       Total recoveries                                  413       340
       Net loans charged-off                           2,240     1,531
Provision for loan losses                              2,176     2,300
Total allowance for loan losses at end of         
period                                             $   6,545   $ 6,609
Percentage of net charge-offs to average loans                        
       outstanding during the period                   0.23%     0.17%
Percentage of allowance for loan losses                               
 to adjusted total loans                               0.65%     0.70%
</TABLE>
                                                                      


      The  allowance for loan losses totaled $6.5 million or .65%
of  adjusted total loans of $999.3   million at March  31,  1997.
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>
                                        March 31   June 30
                                          1997       1996
(Dollars in thousands)                                   
<S>                                       <C>        <C>
Loans accounted for on a nonaccrual                  
basis:
    Real estate-mortgage:                                
      Commercial                          $1,035   $1,481
    Land                                     200      200
        Total nonaccrual loans            $1,235   $1,681
Accruing loans which are contractually                                
 past due 90 days or more:                               
    Real estate-mortgage:                                
      Residential                         11,571   10,029
    Consumer                                 646      383
        Total of 90 days past due         12,217   10,412
loans
Total of nonaccrual                                      
 and 90 days past due loans              $13,452  $12,093
  As a percent of total loans              1.35%    1.28%
                                                         
                                                 
Real estate owned:                                   
  Real estate acquired through                           
foreclosure or
      repossession by loan type:                         
    Real estate:                                         
      Residential                         $5,985   $4,913
      Commercial                           3,866    2,370
    Land                                   3,014    3,349
  Allowance for real estate losses       (1,049)    (955)
Total real estate owned                  $11,816   $9,677
  As a percent of total assets             1.02%    0.87%
Total nonperforming assets               $25,268  $21,770
  As a percent of total assets             2.18%    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 nine months of  fiscal
1997,  additions to the allowance in the amount of $533,000 which
was  offset by charge offs net of recoveries of $439,000 resulted
in  an increase in the allowance for Real Estate Owned losses  to
$1.0  million at March 31, 1997.  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 nine months of fiscal  1997,
the Association's deposits increased $71.1 million.  In addition,
York  Federal  has  supplemented its  deposit  gathering  efforts
through  borrowings from the FHLB of Pittsburgh.   At  March  31,
1997, York Federal had $62.3 million in FHLB advances outstanding
at a weighted average interest rate of  6.21%.

      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 nine  months
ended   March  31,  1997,  York  Federal  maintained  an  average
liquidity  level  which  was in compliance  with  the  regulatory
requirements.   At  March  31, 1997, 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 $231.6 million  for  the  first  nine
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  $297.5 million for the period ended  March  31,
1997.   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 March
31, 1997 totaled $97.6 million compared to $92.1 million at March
31, 1996, an increase of $5.5 million or 6.0%.  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, the  impact  of
unrealized  losses  on "available for sale"  securities  and  the
payment of ESOP indebtedness.

      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 March 31, 1997, York Federal's tangible and core capital
both  equaled  7.3% ($84.3 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  11.0% ($84.3 million) at March 31, 1997,
which  exceeds  its  required  level  of   4.0%.   Finally,  York
Federal's risk-based capital ratio equaled 11.8 % ($90.7 million)
at  March 31, 1997, which exceeds its required level of  8.0 % by
$29.4 million.

Results of Operations

Nine months ended March 31, 1997 compared to March 31, 1996

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 nine months ended March 31,
1997  was  $26.8 million compared to $26.0 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 3.26% from  3.55%  for  the
nine  months  ended  March 31, 1997 and 1996,  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 25 basis point decrease to the average yield
on  interest  earning assets to 7.98%  for the nine months  ended
March  31,  1997 as compared to 8.23% in the same period  in  the
prior  year.  The  higher  level of interest-bearing  liabilities
during  the  first  nine  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 partially offset the generally lower levels  of
interest  rates resulting in an increase to the average  rate  on
interest bearing liabilities to 4.98% as compared to 4.97% in the
same  period last year.  The net effect caused the interest  rate
spread for the current period to decrease to 3.00% from 3.26%  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 $6.4 million for the nine  months  ended
March  31, 1997, a decrease of    4.1% from the nine months ended
March 31, 1996. Mortgage banking income for the nine months ended
March  31, 1997 increased $1.1 million to $2.8 million or   59.8%
as  compared to the same period in 1996 and includes net gains on
sales  of  loans,  trading securities and  servicing  rights  and
income from loan servicing fees.  The portfolio of loans serviced
for  others totaled $534.3  million at March 31, 1997 as compared
to  $611.2 million at March 31, 1996.  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  net
servicing  rate  earned on the portfolio of  loans  serviced  for
others  for  the  nine months ended March 31, 1997  decreased  to
 .220%  from  .246% in the same period in 1996. Gain on  sales  of
real  estate was $38,000 for the nine months ended March 31, 1997
as  compared to a gain of $1.1 million for the nine months  ended
March  31,  1996.   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. A $1.2 million
gain was realized during the third quarter on the disposition  of
an interest in a joint venture.  Fees and service charges for the
nine  months  ended March 31, 1997 increased  by  15.9%  to  $2.1
million compared to 1.8 million in the same period in 1996.   The
Corporation is a partner in various joint ventures;  these  joint
ventures  during  the first nine months of fiscal  1997  had  net
losses  of $619,000.  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
$785,000  in the first nine months of fiscal 1997 as compared  to
$473,000     in  the  first  nine 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 $23.8 million increased $5.7 million  or
31.7% for the nine months ended March 31, 1997 as compared to the
same period in 1996.

      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
nine  months  ended March 31, 1997.     Current   SAIF  insurance
premiums  are being paid at a substantially lower rate  which  is
more  consistent with the deposit insurance premiums paid by  BIF
(Bank Insurance Fund) insured institutions.

      Salaries and employee benefits decreased $252,000  or  2.9%
over  the  same  period in 1996 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 $587,000 or  29.5%  over
the  same period in 1996 and is primarily attributed to operating
cost related to a new office facility occupied in June 1996. Real
estate expenses increased $90,000 when compared to March 31, 1996
and is primarily attributable to an increase in the provision for
possible  real  estate losses (see asset quality) 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 $184,000 related  to  the  promotion  of
various  loan and deposit product offerings over the same  period
in 1996.

Provision for Income Taxes

      The provision for income taxes of $2.9 million for the nine
months  ended March 31, 1997 represents an effective tax rate  of
39.8% as compared to 38.3% 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
March  31,  1997  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 nine months ended March 31, 1997.


                           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  May 9, 1997                     /s/ Robert W. Pullo
                                Robert W. Pullo, President -
                                Chief Executive Officer


Date  May 9, 1997                    /s/ James H. Moss
                                James H. Moss, Senior Vice
                                President - Chief Financial 
                                Officer/Treasurer



 (11) -- Statement  re:  Computation of                    
                     Earnings Per Share
                                                           
<TABLE>
                                                           
                                           Nine Months Ended
                                               March 31     
                                            1997     1996
(Dollars in thousands, except per share              
data)
                                                           
<S>                                         <C>        <C>        
Primary:                                                   
  Average shares outstanding              6,728,933 6,521,853
  Net effect of dilutive stock                             
     options -- based on the treasury                      
     stock method using average
     market price                           405,907   386,717
                                                    
Totals                                    7,134,840 6,908,570
                                                    
                                                           
Net income                                 $  4,327  $  7,896
                                                    
Per share amount                           $   0.61  $   1.14
                                                    
                                                           
                                                           
Fully diluted:                                             
Average shares outstanding                6,728,933 6,521,853
Net effect of dilutive stock options --                    
  based on the treasury stock method                       
  using quarter end market price or
  average market price whichever is 
  greater                                   464,589   412,564
                                                    
Totals                                    7,193,522 6,934,417
                                                    
                                                           
Net income                                 $  4,327  $  7,896
                                                    
Per share amount                           $   0.60  $   1.14
</TABLE>
                                                    



<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                           22078
<INT-BEARING-DEPOSITS>                             943
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                 11540
<INVESTMENTS-HELD-FOR-SALE>                      56280
<INVESTMENTS-CARRYING>                            9025
<INVESTMENTS-MARKET>                              8852
<LOANS>                                         996716
<ALLOWANCE>                                       6545
<TOTAL-ASSETS>                                 1157356
<DEPOSITS>                                      977715
<SHORT-TERM>                                     62000
<LIABILITIES-OTHER>                              15456
<LONG-TERM>                                       1239
                                0
                                          0
<COMMON>                                          6971
<OTHER-SE>                                       90587
<TOTAL-LIABILITIES-AND-EQUITY>                 1157356
<INTEREST-LOAN>                                  60552
<INTEREST-INVEST>                                 4394
<INTEREST-OTHER>                                   621
<INTEREST-TOTAL>                                 65567
<INTEREST-DEPOSIT>                               34251
<INTEREST-EXPENSE>                               38777
<INTEREST-INCOME-NET>                            26790
<LOAN-LOSSES>                                     2176
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  23789
<INCOME-PRETAX>                                   7182
<INCOME-PRE-EXTRAORDINARY>                        7182
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      4327
<EPS-PRIMARY>                                     0.61
<EPS-DILUTED>                                     0.60
<YIELD-ACTUAL>                                    3.26
<LOANS-NON>                                       1235
<LOANS-PAST>                                     12347
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                  6609
<CHARGE-OFFS>                                     2653
<RECOVERIES>                                       413
<ALLOWANCE-CLOSE>                                 6545
<ALLOWANCE-DOMESTIC>                              3926
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                           2619
        

</TABLE>


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