STERLING FINANCIAL CORP /PA/
SC 13G/A, 2000-02-10
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.  12 )*

	STERLING FINANCIAL CORPORATION
	(Name of Issuer)

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

	   859317 10 9
	(CUSIP Number)

	                                    N/A
	(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:

 [  ] Rule 13d-1(b)
 [X] Rule 13d-1(c)
 [  ] Rule 13d-1(d)

*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.

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

	        943,716

	6  SHARED VOTING POWER

	            2,001

	7  SOLE DISPOSITIVE POWER

	        943,716

	8  SHARED DISPOSITIVE POWER

	            2,001

 9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                   945,717

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

11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

         	     10.6%

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: 945,717

	 (b)  Percent of Class: 10.6%

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

		     (i) sole power to vote or to direct the vote: 943,716
		    (ii) shared power to vote or to direct the vote: 2,001
		   (iii) sole power to dispose or to direct the disposition of: 943,716
		   (iv) shared power to dispose or to direct the disposition of: 2,001

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 Which Acquired
       the Security Being Reported on by the Parent Holding Company:


		    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:

            By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose
or effect.


	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.






                                      /s/ Howard E. Groff
Date: February 3, 2000					           Howard E. Groff






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