SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement - Withdrawal
[ ] Confidential, for Use of the Commission Only (as permitted
by
Rule 14a-6(e)(2))
[ ] Definivite Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
First Philson Financial Corporation
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1)
and 0-11
1) Title of each class of securities to which transaction
applies: N/A
2) Aggregate number of securities to which transaction
applies: N/A
3) Per unit price or other underlying value of transaction
computed, pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined: N/A
4) Proposed maximum aggregate value of transaction: N/A
5) Total fee paid: N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which
the offsetting fee was paid previously. Identify the
previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
1) Amount Previously Paid: N/A
2) Form, Schedule or Registration Statement No.: N/A
3) Filing Party: N/A
4) Date Filed: N/A
<PAGE>
A preliminary Proxy Statement was filed by Registrant with
respect to matters to be acted upon at its Annual Meeting of
Stockholders. The preliminary statement was filed because it is
incorporated by reference in the Form S-4 Registration Statement
(File No. 333-76295) filed by BT Financial Corporation ("BTFC")
with respect to the proposed merger of Registrant with and into
BTFC. It has now been determined that filing of the preliminary
statement was not required. It is therefore requested that it be
withdrawn. A definitive Proxy Statement will be filed at the
time the final S-4 is filed.
