FIRST PHILSON FINANCIAL CORP
10-Q, 1996-11-13
NATIONAL COMMERCIAL BANKS
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                        UNITED STATES
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

                          FORM 10-Q 


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

   For the quarterly period ended       September 30, 1996 
                                   -----------------------------

                              OR

[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE     
    SECURITIES EXCHANGE ACT OF 1934

    For the transition period from               to              
                                   -------------    -------------

                Commission file number          000-20163 
                                       --------------------------

                FIRST PHILSON FINANCIAL CORPORATION               
- -----------------------------------------------------------------
      (Exact name of registrant as specified in its charter)

             Delaware                        25-1511866           
- -------------------------------  ------------------------------- 
(State or other jurisdiction of   (I.R.S. Employer Identification 
 incorporation or organization)    No.)                           

                 534 Main Street, Berlin, PA  15530 
- -----------------------------------------------------------------
         (Address of principal executive offices) (Zip code)

                         (814) 267-4666 
- ----------------------------------------------------------------- 
       (Registrant's telephone number, including area code)

                           Not Applicable
- -----------------------------------------------------------------
(Former name, former address and former fiscal year, if changed  
since last report)                                         

Check whether the registrant (1) filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days.                                                           

          (1)  Yes   X    No         (2) Yes    X    No        
                   -----     -----            -----     -----

As of  November 4, 1996, there were 435,600 shares outstanding of
the issuer's common stock.

                                  1
<PAGE>

                   First Philson Financial Corporation
                  INDEX TO QUARTERLY REPORT ON FORM 10-Q

                                                                  
                                                          Page    
                                                        ------
Part I - Financial Information

     Item 1.  Financial Statements 

              Consolidated Balance Sheet (Unaudited)
              as of September 30, 1996 and December 31,
              1995                                          3 

              Consolidated Statement of Income
              (Unaudited) for the Three Months and Nine
              Months Ended September 30, 1996 and 1995      4

              Consolidated Statement of Cash Flows
              (Unaudited) for the Nine Months Ended
              September 30, 1996 and 1995                   5

              Notes to Consolidated Financial Statements
              (Unaudited)                                   6


     Item 2.  Management's Discussion and Analysis of
              Financial Condition and Results of 
              Operations                                  7 - 13


Part II - Other Information                                14

     Item 1.  Legal Proceedings

          2.  Changes in Securities

          3.  Defaults Upon Senior Securities

          4.  Submission of Matters to a Vote of Security Holders

          5.  Other Information


          6.  Exhibits and Reports on Form 8-K


Signatures                                                 15

                                  2
<PAGE>
<TABLE>
                   First Philson Financial Corporation
                  CONSOLIDATED BALANCE SHEET (UNAUDITED)
<CAPTION>
                                  September 30,     December 31,
                                      1996             1995
                                 ---------------  ---------------
<S>                                      <C>              <C>
ASSETS
Cash and due from banks            $  8,682,993     $  6,587,061
Federal funds sold                    4,100,000        8,800,000
Securities available for sale           456,675                -
Investment securities held to
  maturity(approximate market
  values of $82,380,109 and 
  $88,771,879)                       82,722,631       88,142,581

Total loans                         100,266,772       92,631,963
Less allowance for loan losses        2,935,195        2,882,015
                                 ---------------  ---------------
     Net loans                       97,331,577       89,749,948

Premises and equipment, net           2,319,759        2,452,330
Accrued interest receivable           1,961,897        1,921,088
Other assets                          1,275,453        1,265,660
                                 ---------------  ---------------

     TOTAL ASSETS                  $198,850,985     $198,918,668
                                 ===============  ===============


LIABILITIES
Deposits:
      Noninterest-bearing demand   $ 20,539,768     $ 20,181,499
      Interest-bearing demand        26,054,246       23,657,013
      Savings                        36,420,704       35,902,742
      Money market                   12,235,482       12,758,546
      Time                           79,745,938       78,358,459
                                 ---------------  ---------------
        Total Deposits              174,996,138      170,858,259
                
Securities sold under 
  agreements to repurchase              645,408        7,361,419
U. S. Treasury demand notes           1,474,819          283,319
Accrued interest payable                560,974          590,306
Other liabilities                       487,228          491,188
                                 ---------------  ---------------
     TOTAL LIABILITIES              178,164,567      179,584,491
                                 ---------------  ---------------

STOCKHOLDERS' EQUITY
Common stock ($10 par value,
  500,000 shares authorized,
  435,600 shares issued and
  outstanding)                        4,356,000        4,356,000
Capital surplus                       2,354,000        2,354,000
Retained earnings                    13,972,573       12,624,177
Net unrealized gain on
  securities                              3,845                -
                                 ---------------  ---------------
     TOTAL STOCKHOLDERS' EQUITY      20,686,418       19,334,177
                                 ---------------  ---------------
     TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY         $198,850,985     $198,918,668
                                 ===============  ===============


See accompanying notes to the consolidated financial statements.
</TABLE>

                                  3
<PAGE>
<TABLE>
                   First Philson Financial Corporation
               CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
<CAPTION>
                                 Three Months Ended September 30,
                                      1996             1995
                                 ---------------  ---------------
<S>                                      <C>              <C>

INTEREST AND DIVIDEND INCOME
Interest and fees on loans         $  2,181,854     $  2,108,214
Interest-bearing deposits in
  other banks                                 -            2,069
Interest on federal funds sold           92,520          180,993
Investment securities:
  Taxable interest                    1,073,600        1,036,170
  Tax exempt interest                   165,779          176,235
                                 ---------------  ---------------
   Total interest and dividend
     income                           3,513,753        3,503,681
                                 ---------------  ---------------

INTEREST EXPENSE
Interest on deposits                  1,462,045        1,512,023
Interest on borrowed funds               13,586           68,138
                                 ---------------  ---------------
   Total interest expense             1,475,631        1,580,161
                                 ---------------  ---------------

NET INTEREST INCOME                   2,038,122        1,923,520
Provision for loan losses                     -                -
                                 ---------------  ---------------


NET INTEREST INCOME AFTER 
  PROVISION FOR LOAN LOSSES           2,038,122        1,923,520
                                 ---------------  ---------------


OTHER INCOME
Service charges on deposit
  accounts                              147,898          136,738
Other income                            108,323           81,305
                                 ---------------  ---------------
   Total other income                   256,221          218,043
                                 ---------------  ---------------

OTHER EXPENSE                                 
Salaries and employee benefits          757,514          759,869
Premises and equipment expense          265,929          215,446
Deposit insurance premiums                  500          (11,035)
Other expense                           470,626          441,111
                                 ---------------  ---------------
   Total other expense                1,494,569        1,405,391
                                 ---------------  ---------------

Income before income taxes              799,774          736,172
Income tax expense                      206,700          185,300
                                 ---------------  ---------------
                                   
NET INCOME                         $    593,074     $    550,872
                                 ===============  ===============

                                   
EARNINGS PER SHARE                 $       1.36      $      1.26

CASH DIVIDENDS PER SHARE           $        .30      $       .20

WEIGHTED AVERAGE SHARES OUTSTANDING     435,600          435,600



                                  Nine Months Ended September 30,
                                      1996             1995
                                 ---------------  ---------------
                              
INTEREST AND DIVIDEND INCOME
Interest and fees on loans         $  6,440,176     $  6,127,090
Interest-bearing deposits in
  other banks                                 -            6,158
Interest on federal funds sold          265,410          548,926
Investment securities:
  Taxable interest                    3,307,349        2,893,094
  Tax exempt interest                   486,286          527,171
                                 ---------------  ---------------
   Total interest and dividend
     income                          10,499,221       10,102,439
                                 ---------------  ---------------

INTEREST EXPENSE
Interest on deposits                  4,387,509        4,433,941
Interest on borrowed funds              114,090          194,413
                                 ---------------  ---------------
   Total interest expense             4,501,599        4,628,354
                                 ---------------  ---------------

NET INTEREST INCOME                   5,997,622        5,474,085
Provision for loan losses                     -                -
                                 ---------------  ---------------


NET INTEREST INCOME AFTER 
  PROVISION FOR LOAN LOSSES           5,997,622        5,474,085
                                 ---------------  ---------------


OTHER INCOME
Service charges on deposit
  accounts                              395,702          387,326
Other income                            294,492          274,987
                                 ---------------  ---------------
   Total other income                   690,194          662,313
                                 ---------------  ---------------

OTHER EXPENSE                                 
Salaries and employee benefits        2,285,641        2,290,898
Premises and equipment expense          726,325          654,070
Deposit insurance premiums                1,500          201,235
Other expense                         1,320,214        1,264,729
                                 ---------------  ---------------
   Total other expense                4,333,680        4,410,932
                                 ---------------  ---------------

Income before income taxes            2,354,136        1,725,466
Income tax expense                      613,700          375,400
                                 ---------------  ---------------
                                   
NET INCOME                         $  1,740,436     $  1,350,066
                                 ===============  ===============

                                   
EARNINGS PER SHARE                 $       4.00     $       3.10

CASH DIVIDENDS PER SHARE           $        .90     $        .60

WEIGHTED AVERAGE SHARES OUTSTANDING     435,600          435,600

See accompanying notes to the consolidated financial statements.
</TABLE>
                                  4
<PAGE>
<TABLE>
                   First Philson Financial Corporation
             CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

                                  Nine Months Ended September 30,
                                      1996             1995
                                 ---------------  ---------------
<S>                                      <C>              <C>
OPERATING ACTIVITIES               
Net Income                         $  1,740,436     $  1,350,066
Adjustments to reconcile net
  income to net cash provided
  by operating activities:
    Depreciation, amortization
     and accretion, net                 245,318          435,273
    Increase in accrued interest
     receivable                         (40,809)        (361,698)
    Increase (decrease) in accrued
     interest payable                   (29,332)         120,876
    Other, net                          (78,080)        (142,165)
                                 ---------------  ---------------
     Net cash provided by
       operating activities           1,837,533        1,402,352
                                 ---------------  ---------------

INVESTING ACTIVITIES
Net decrease in interest-bearing
  deposits in other banks                     -          175,138
Purchase of securities available
  for sale                             (450,849)               -
Proceeds from maturity of
  investment securities held to
  maturity                           22,532,450       19,335,396
Purchase of investment securities
  held to maturity                  (17,125,631)     (18,237,984)
Net increase in loans                (7,585,204)      (2,897,577)
Purchase of premises and
  equipment, net                        (96,043)         (45,870)
Other, net                               62,348            7,326
                                 ---------------  ---------------
     Net cash used for investing
       activities                    (2,662,929)      (1,663,571)
                                 ---------------  ---------------

FINANCING ACTIVITIES
Net increase in deposits              4,137,879        2,836,568
Increase (decrease) in 
  securities sold under 
  agreements to repurchase           (6,716,011)       1,971,732
Increase in U.S. Treasury 
  demand notes                        1,191,500        1,068,599
Cash dividends paid                    (392,040)        (261,360)
                                 ---------------  ---------------
     Net cash provided by(used
       for)financing activities      (1,778,672)       5,615,539
                                 ---------------  ---------------

     Increase (decrease) in cash
       and cash equivalents          (2,604,068)       5,354,320

CASH AND CASH EQUIVALENTS AT
    BEGINNING OF PERIOD              15,387,061       12,661,149
                                 ---------------  ---------------

CASH AND CASH EQUIVALENTS AT
    END OF PERIOD                   $12,782,993      $18,015,469
                                 ===============  ===============


See accompanying notes to the consolidated financial statements.
</TABLE>
                                  5
<PAGE>
                   First Philson Financial Corporation
           Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation
- ---------------------

The consolidated financial statements include the accounts of
First Philson Financial Corporation (the "Company") and its
wholly-owned subsidiary  First Philson Bank, National Association
(the "Bank").  All significant intercompany balances and
transactions have been eliminated in the consolidation.

The accompanying unaudited consolidated financial statements have
been prepared in accordance with the instructions to Form 10-Q
and therefore, do not necessarily include all information that
would be included in audited financial statements.  The
information furnished reflects all adjustments which are, in the
opinion of Management, necessary for a fair statement of the
results of operations.  All such adjustments are of a normal
recurring nature.  The results of operations for the interim
periods are not necessarily indicative of the results to be
expected for the full year.

Reclassification of Comparative Amounts
- ---------------------------------------

Certain comparative amounts for the previous period have been
reclassified to conform to the current period classifications.



                                  6

<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

                        Financial Condition

Total assets at September 30, 1996 decreased by $67,683 from that
reported at December 31,1995.  Decreases in federal funds sold of
$4,700,000 and investment securities and securities available for
sale of $4,963,275, funded the increases in cash and due from
banks of $2,095,932 and net loans of $7,581,629.

The decrease in investment securities resulted from declines in 
U.S. Government agencies and Corporate notes of $2,972,899 and 
$5,345,921, respectively, due to maturities and calls, while U.S.
Treasury  notes and State and Political securities increased by
$1,906,423 and $1,193,747, respectively.  The Company also
purchased several equity securities which have been classified as
available for sale. 

The increase in net loans resulted primarily from increases in
mortgage loans of $4,704,203 and commercial loans of  $3,817,920. 
The increase in mortgage loans occurred essentially in fixed rate
home equity, residential, and commercial real estate loans.  The
increase in commercial loans was primarily in non-taxable loans. 
As in 1995, Management is continuing its concentration on
consumer and small business lending.  This has permitted the
Company to meet the needs of the communities for which it serves.

The increase in total deposits of $4,137,879 and U.S. Treasury
demand notes of $1,191,500 was offset by a decrease in securities
sold under agreements to repurchase of $6,716,011.  The increase
in deposits was primarily due to increases in interest-bearing
demand of $2,397,233 and time deposits of $1,387,479.  The
decrease in securities sold under agreements to repurchase is
primarily due to the loss of a repurchase customer.

The increase in equity capital was attributed to net earnings of 
$1,740,436 and net unrealized gains on available for sale
securities of $3,845, less dividend payments totalling  $392,040.

                                  7
<PAGE>


                        Results of Operations

    Comparison of  Nine Months Ended September 30, 1996 and 1995.

The Company's  net income increased by $390,370 from 1995 when
comparing the first nine months of 1995 to 1996.  Effecting net
income positively was an increase in interest income of $396,782
and decreases in  interest expense of $126,755 and other expense
of $77,252.  Negative effects to net income were primarily due to
an increase in income taxes of $238,300.

Net interest income for  1996 increased $523,537 from 1995 due to
an increase in interest income and a decrease in interest
expense.  The increase in interest income resulted from increases
in interest and  fees on loans of $313,086 and interest on
investment securities of $373,370, offset by a decrease in
interest on federal funds sold of $283,516.  The increase in
interest and fees on loans was attributable to an increase in the
average outstanding balance of mortgage loans, primarily in fixed
rate residential mortgages, home equity, and commercial real
estate loans.  The increase in interest on investment securities
was attributable to equal increases in the average outstanding
balance and net yield of held to maturity securities.  The
decrease in interest on federal funds sold is due to decreases in
both the average outstanding balance and net yield.  The decrease
in interest expense resulted primarily from a decrease in the
cost of all interest-bearing liabilities.

Because of Management's efforts, the Bank experienced lower non-
performing loans and charge offs, while increasing the loan
growth.  Fewer charge offs and continuing recoveries of loan
losses resulted in a net recovery position for 1996 and 1995. 
Because of improved loan quality and loan monitoring, Management
did not feel a loan loss provision was necessary in either
period.

Other expenses decreased from 1995 to 1996, primarily due to a
decrease in deposit insurance premiums of $199,735.  Deposit 
insurance premiums decreased from 1995 as the result of the Bank
having the highest classification  for deposit premium purposes
resulting in the statutory $500 minimum per quarter being
assessed in 1996.

The increase in income taxes for 1996 was due to an increase in 
pretax income of $628,670 from 1995 and the utilization of an
alternative minimum tax credit in 1995.  The effective tax rates
were   21.76% for 1995 and 26.07% for 1996.  

                                  8
<PAGE>

                       Results of Operations

   Comparison of  Three Months Ended September 30, 1996 and 1995.

The Company's net income increased by $42,202 for the third
quarter of 1996, as compared to net income for the third quarter
of 1995.  Effecting net income positively was an  increase in
interest income of $10,072 and a decrease in  interest expense of
$104,530.  Negative effects to net income consisted of  increases
in other expense of $89,178 and income taxes of $21,400.

Net interest income for the third quarter of 1996 increased
$114,602 as compared to the third quarter of 1995 from an
increase in interest income and a decrease in interest expense. 
The increase in interest income resulted primarily from increases
in interest and  fees on loans of $73,640 and interest on
investment securities of $26,974, offset by a decrease in
interest on federal funds sold of $88,473.  The increase in
interest and fees on loans from the third quarter of 1995 to the
third quarter of 1996 is attributable to an increase in the
average outstanding balance of mortgage loans, primarily in fixed
rate residential mortgages, home equity, and commercial real
estate loans.  The increase in interest in investments from the
third quarter of 1995 to the third quarter of 1996 is due to
investing in higher yielding held to maturity securities.  The
decrease in  interest on federal funds sold is due to decreases
in both the average outstanding balance and net yield.  The
decrease in interest expense resulted from decreases in the both
the cost and average outstanding balance of interest-bearing
liabilities.  The decrease in the cost of interest-bearing
liabilities is attributable to time deposits, while the decrease
in the average outstanding balance is attributable to securities
sold under agreements to repurchase.

Other expenses increased for the third quarter of 1996 as
compared to that of  1995.  The increase was  due to increases in
premises and equipment expense of $50,483 and other expense of
$29,515.  The  increase in premises and equipment was primarily
due to repairs and maintenance at several offices during the
third quarter of 1996.  The increase in other expense resulted
from a combination of increases and decreases in numerous expense
categories with no one significant increase or decrease in any
other expense category.

The increase in income taxes for the third quarter of 1996 as
compared to the third quarter of 1995 was due to an increase in 
pretax income of $63,602 and the utilization of an alternative
minimum tax credit  in 1995.  The effective tax rates were 25.17%
for 1995 and 25.85% for 1996.  

                                  9

<PAGE>

                               Liquidity

To ensure that the Bank can satisfy customer credit needs for
current and future commitments and depository withdrawal
requirements, the Bank manages the liquidity position by ensuring
that there are adequate short-term funding sources available for
those needs.  Liquid assets consist of cash and due from banks,
federal funds sold and investment securities maturing in one year
or less.  The following table shows these liquidity sources,
minus short-term borrowings as of September 30, 1996 and December
31, 1995, (dollars in thousands):
<TABLE>
<CAPTION>
                                   September 30,     December 31, 
Liquidity Source                      1996             1995
===============================  ---------------  ---------------
<S>                                      <C>              <C>
Cash and due from banks             $     8,683      $     6,587
Federal funds sold                        4,100            8,800
Investment securities maturing
  in one year or less                    19,450           22,027
                                 ---------------  ---------------

     Total                               32,233           37,414
Less short-term borrowings                2,120            7,645
                                 ---------------  ---------------

     Net liquidity position         $    30,113      $    29,769
                                 ===============  ===============

     As a percent of total assets        15.14%           14.97%
                                 ===============  ===============
</TABLE>

Management feels that the liquidity position is strong and
adequate to cover any potential customer withdrawals and credit
needs.

                         Capital Resources

Capital management is an ongoing process that consists of
providing equity for both current and future financial
positioning.  The Company manages its capital to execute its
strategic business plans and support its growth and investments. 
During the first nine months of 1996, the Company increased its
capital base by $1,352,241 or 6.99%, primarily through retained
earnings.  For the first nine months of  1995, capital increased
by $1,088,706 or 6.12%.

Bank regulatory agencies have capital adequacy and risk-based
capital adequacy guidelines by which they monitor the capital
adequacy of financial institutions and holding companies.  The
Company has complied with the regulatory requirements and expects
to remain in compliance in the future.

The first measure is risk-based capital which measures the
relationship between capital, segregated between Tier 1 and Tier
2 capital, and risk-weighted assets, as defined.  Tier 1 capital
generally consists of stockholders' equity, non-cumulative
perpetual preferred stock and minority interest in consolidated
subsidiaries.  Tier 2 capital includes the allowance for loan
losses up to 1.25% of risk-weighted assets, cumulative preferred
stock, term subordinated debt and other hybrid capital
instruments.  Total capital

                                 10
<PAGE>

is reduced by such items as goodwill and other certain intangible
assets.  Additionally, Tier 2 capital cannot exceed 50% of the
minimum capital requirements, which is 8% for 1996. Risk-weighted
assets are derived by applying certain predetermined percentages,
ranging from 0 to 100%  to on-balance sheet assets and off-
balance sheet items based upon their defined measure of credit
risk.  Core equity capital, which must be at least 50% of the
total risk-based capital, was 93.54% of this requirement at
September 30, 1996.

The secured measure is the leverage capital ratio which evaluates
capital adequacy based upon Tier 1 capital in relation to
quarterly average assets, adjusted for the allowance for loan
losses, goodwill and certain other intangible assets.  The
minimum leverage capital ratio for the highest-rated institutions
is 3%, with all other institutions expected to maintain higher
ratios.

Furthermore, pursuant to the Federal Deposit Insurance
Corporation Improvement Act of 1991 (FDICIA), the Federal Banking
Regulators have set minimum risk-based capital ratios for a well
capitalized banking institution at 6% Tier 1 capital, 10% total
capital and 5% leverage capital ratio.  The Company has exceeded
all these capital ratios and expects to exceed these ratios in
the future to continue to be classified as a well capitalized
bank.

Management has calculated and monitored the following risk-based
and leverage capital ratios in order to assess compliance with
these regulatory guidelines for the Company at September 30, 1996
and December 31, 1995, (dollars in thousands):

<TABLE>
<CAPTION>
                                   September 30,     December 31, 
CONSOLIDATED                          1996             1995
===============================  ---------------  ---------------
<S>                                      <C>              <C>
Tier 1 Capital                      $    20,682      $    19,334
Tier 2 Capital                            1,428            1,417
                                 ---------------  ---------------
   Total Risk-Based Capital         $    22,110      $    20,751
                                 ===============  ===============

Risk-Based Capital Ratio                 19.61%           18.55%
   (Risk-based capital to risk-weighted assets)

Leverage Capital Ratio                   10.48%            9.65%
    (Tier 1 capital to quarterly average assets)
</TABLE>

Management is not aware of any current recommendations by
regulatory authorities which, if implemented, would have a
material effect on the Company's liquidity, capital resources or
operations other than what has been disclosed.

                                 11
<PAGE>
<TABLE>
<CAPTION>
                                   September 30,     December 31, 
SIGNIFICANT RATIOS                    1996             1995
===============================  ---------------  ---------------
<S>                                      <C>              <C>
Return on Average Assets
  (Annualized)                            1.17%            0.99%

Return on Average Equity
  (Annualized)                           11.58%           10.44%

Dividend Payout Ratio                    22.53%           20.17%
</TABLE>

                NON-PERFORMING ASSETS AND RISK ELEMENTS

Reviews of the loan portfolio are conducted by an internal
committee quarterly and annually by an outside consultant.  The
results of the outside consultant are then compared to the
internal reviews with detailed explanations of differences, if
any.  Commercial loans and residential mortgages are placed on a
non-accrual status when principal and interest become 90 days
past due.  Delinquent loans are reviewed monthly by senior
management and the Loan Committee of the Board.  Generally, all
consumer loans and commercial loans less than $100,000 and not
secured by real estate, will be charged off at 90 days past due, 
while all loans secured by real estate and in the process of
foreclosure will be charged off at 180 days past due.  All
commercial loans greater than $100,000 and not secured by real
estate, will be subject to the conditions of the action plan
between the Bank and the customer to correct the default. 

A loan remains on a non-accrual status until principal and
interest become current and a consistent track record of payments
is established, or it is determined to be uncollectible and is
charged off against the allowance for loan losses.  A loan would
be classified as restructured when the terms have been modified,
because of deterioration in the financial position of the
borrowers, to provide for a reduction of either interest or
principal.  It is Management's opinion that the Bank did not have
any loans that met the definition of a restructured loan as of
September 30, 1996 and December 31, 1995.

In 1995, the Company adopted Statement of Financial Accounting
Standards No. 114, "Accounting by Creditors for Impairment of a
Loan," as amended by Statement No. 118.  It is Management's
opinion that the Bank did not have any loans that met the
definition of an impaired loan as of September 30, 1996 and
December 31, 1995.

The table below presents information concerning non-performing
loans and assets.

                                 12
<PAGE>
<TABLE>
          NON-PERFORMING LOANS AND OTHER NON-PERFORMING ASSETS
                       (Dollars in thousands)
<CAPTION>
                                   September 30,     December 31, 
                                      1996             1995
                                 ---------------  ---------------
<S>                                      <C>              <C>
Loans on non-accrual status         $        11      $       102
Restructured loans                            -                -
Impaired loans                                -                -
Loans past due 90 days or more               12               52
                                 ---------------  ---------------
     Total non-performing loans              23              154

Other real estate                             1               31
Repossessed assets                            -                -
                                 ---------------  ---------------
     Total non-performing assets    $        24      $       185
                                 ===============  ===============

Non-performing loans as a percent
  of total loans                          0.02%            0.17%

Non-performing assets as a percent
  of total loans                          0.02%            0.20%

Non-performing assets as a percent
  of total assets                         0.01%            0.09%

</TABLE>

                                 13
<PAGE>
PART II - OTHER INFORMATION

Item 1 - Legal Proceedings
         NONE

Item 2 - Changes in Securities
         NONE

Item 3 - Defaults upon Senior Securities
         NONE

Item 4 - Submission of Matters to a Vote of Security Holders
         NONE

Item 5 - Other Information
         NONE

Item 6 - Exhibits and Reports on Form 8-K
         No reports have been filed for 1996.


                                 14

<PAGE>
                            SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


                    FIRST PHILSON FINANCIAL CORPORATION
                  ---------------------------------------
                               (Registrant)




Date      November 12, 1996        By /s/ George W. Hay
     --------------------------       ---------------------------
                                      George W. Hay     
                                      President and Chief
                                      Executive Officer
             




                                   By /s/ Theodore Deskevich
                                      --------------------------- 
                                     Theodore Deskevich
                                     Executive Vice President and
                                     Chief Financial Officer

                                 15


<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                           8,683
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                 4,100
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                        457
<INVESTMENTS-CARRYING>                          82,722
<INVESTMENTS-MARKET>                            82,380
<LOANS>                                        100,267
<ALLOWANCE>                                      2,935
<TOTAL-ASSETS>                                 198,851
<DEPOSITS>                                     174,996
<SHORT-TERM>                                     2,120
<LIABILITIES-OTHER>                              1,048
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                         4,356
<OTHER-SE>                                      16,330
<TOTAL-LIABILITIES-AND-EQUITY>                 198,851
<INTEREST-LOAN>                                  6,440
<INTEREST-INVEST>                                3,794
<INTEREST-OTHER>                                   265
<INTEREST-TOTAL>                                10,499
<INTEREST-DEPOSIT>                               4,387
<INTEREST-EXPENSE>                               4,501
<INTEREST-INCOME-NET>                            5,998
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  4,334
<INCOME-PRETAX>                                  2,354
<INCOME-PRE-EXTRAORDINARY>                       2,354
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,740
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                         11
<LOANS-PAST>                                        12
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 2,882
<CHARGE-OFFS>                                      241
<RECOVERIES>                                       294
<ALLOWANCE-CLOSE>                                2,935
<ALLOWANCE-DOMESTIC>                                 0
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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