STERLING FINANCIAL CORP /PA/
SC 13G/A, 1997-01-29
NATIONAL COMMERCIAL BANKS
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                     UNITED STATES
           SECURITIES AND EXCHANGE COMMISSION
                 Washington, D.C. 20549

                     SCHEDULE 13G/A

       Under the Securities Exchange Act of 1934
                  (Amendment No.  9 )*

             STERLING FINANCIAL CORPORATION
                    (Name of Issuer)

              $5.00 par value Common Stock
             (Title of Class of Securities)

                       859317 10 9  
                     (CUSIP Number)


*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
<PAGE>
CUSIP NO. 859317 10 9                  13G/A  Page   2   of   4   Pages

 1  NAME OF REPORTING PERSON
    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Howard E. Groff
     Social Security ####-##-####

 2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   
                                              (a) |    |
                                              (b) | X |

 3  SEC USE ONLY


 4  CITIZENSHIP OR PLACE OF ORGANIZATION

                  USA


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

     5  SOLE VOTING POWER
  
             716,315.741

     6  SHARED VOTING POWER

                  1,525

     7  SOLE DISPOSITIVE POWER

             716,315.741

     8  SHARED DISPOSITIVE POWER

                  1,525

 9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            717,840.741

10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

               11.5%

12  TYPE OF REPORTING PERSON*
           IN
 




                     SCHEDULE 13G/A
             STERLING FINANCIAL CORPORATION
Page 3 of 4 Pages

Item 1 (a)  Name of Issuer:  Sterling Financial Corporation

Item 1 (b)  Address of Issuer's Principal Executive Office:

               101 North Pointe Boulevard
               Lancaster, PA  17601-4133

Item 2 (a)  Name of Person Filing: Howard E. Groff
                                       
Item 2 (b)  Address of Principal Business Office or, if none,
Residence:

               111 East State Street
               Quarryville, PA 17566

Item 2 (c)  Citizenship: USA

Item 2 (d)  Title of Class of Securities:  $5.00 par value Common Stock

Item 2 (e)  CUSIP Number:  859317 10 9

Item 3      Not applicable - This statement is filed pursuant to Rule
13d-1(c).

Item 4      Ownership:

      (a)  Amount Beneficially Owned: 717,840.741

      (b)  Percent of Class: 11.5%

      (c)  Number of shares as to which such person has:

             (i) sole power to vote or to direct the vote:         
                      716,315.741
             (ii) shared power to vote or to direct the vote: 1,525
            (iii) sole power to dispose or to direct the dispositin 
                    of :  716,315.741
            (iv) shared power to dispose or to direct the 
                     disposition of: 1,525

Item 5      Ownership of Five Percent or Less of a Class:

              Not Applicable

Item 6      Ownership of More than Five Percent on Behalf of Another
Person:
               
              Not Applicable




Page 4 of 4 Pages

Item 7    Identification and Classification of the Subsidiary:

              Not Applicable

Item 8    Identification and Classification of Members of the Group:

              Not Applicable

Item 9    Notice of Dissolution of Group:  Not Applicable

Item 10 Certification:  Not Applicable - This statement is filed
pursuant to Rule 13d-1(c).


                       Signature

     After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.



                                        
                                        


Date: January 17, 1997              /s/ Howard E. Groff          
                                 Howard E. Groff
 





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