PARKVALE FINANCIAL CORP
10-Q, 1996-05-06
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                     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 MARCH 31, 1996
                             
                         COMMISSION FILE NO: 0-17411
        
                       PARKVALE FINANCIAL CORPORATION
                      --------------------------------
           (Exact name of registrant as specified in its charter)

      PENNSYLVANIA                                    25-1556590
  -------------------                               ---------------
  (State of incorporation)                         (I.R.S. Employer
                                                 Identification Number)

         4220 William Penn Highway, Monroeville, Pennsylvania 15146 
         ----------------------------------------------------------
            (Address of principal executive offices; zip code)             
                                                                    
     Registrant's telephone number, including area code:  (412) 373-7200


           Securities registered pursuant to Section 12(b) of the Act:
                               Not Applicable
                                      
         Securities registered pursuant to Section 12(g) of the Act:

                       Common Stock ($1.00 par value)
                      --------------------------------
                               Title of Class


  Indicate by check mark whether the registrant (1) has filed all reports
  required 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    
                                          ----   ----
  The closing sales price of the Registrant's Common Stock on May 1, 1996
  was $28.00 per share.                                                    
                                           
  Number of shares of Common Stock outstanding as of May 1, 1996 was
  3,232,643.
  
                                      <PAGE>





  PARKVALE FINANCIAL CORPORATION

  INDEX

  Part I.     Financial Information                          Page
  ---------------------------------                        ------
  Consolidated Statements of Financial Condition as 
  of March 31, 1996 and June 30, 1995                           3

  Consolidated Statements of Operations (Unaudited) 
  for the Three and Nine Months ended March 31, 1996 
  and 1995                                                      4

  Consolidated Statements of Cash Flows (Unaudited) 
  for the Nine Months ended March 31, 1996 and 1995           5-6

  Consolidated Statements of Stockholders' Equity as
  of March 31, 1996                                             6

  Notes to Unaudited Interim Consolidated Financial 
  Statements                                                  7-9

  Management's Discussion and Analysis of Financial 
  Condition and Results of Operations                       10-16

  Part II - Other Information                                  16

  Signatures                                                   17

























                
                                      2<PAGE>


                       PARKVALE FINANCIAL CORPORATION
               CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
               (Dollar Amounts in Thousands, except share data)
                                       
                                                  March 31,    June 30,
                                     ASSETS          1996         1995    
                                                  ---------    ---------
  Cash and noninterest-bearing deposits            $10,066      $10,003
  Federal funds sold                                87,775      116,581
  Interest-bearing deposits in other banks             234          194
  Investment securities available for sale 
    (cost of $6,823 at March 31 and $5,890 
    at June 30)                                     10,463        8,738
  Investment securities (fair value of $91,136                         
    at March 31 and $123,348 at June 30)            92,126      123,817
  Mortgage-backed securities (fair value 
    of $109,598 at March 31 and $101,122 at
    June 30)                                       108,536      100,881
  Loans, net                                       593,985      524,545
  Real estate owned, net                               239           96
  Office properties and equipment, net               2,091        2,261
  Intangible assets and deferred charges               316          434
  Prepaid expenses and other assets                  8,185        8,872
                                                   --------     --------
                                   Total Assets   $914,016     $896,422
                                                  ========     ========
     LIABILITIES AND STOCKHOLDERS' EQUITY                 
  LIABILITIES                                             
  Savings deposits                                $805,825     $794,445
  Advances from Federal Home Loan Bank              20,696       20,607
  Escrow for taxes and insurance                     8,764       12,132
  Other liabilities                                  5,694        4,177
  Other debt                                         5,175        3,997
                                                  --------     --------
                              Total Liabilities   $846,154     $835,358
                                                  ========     ========
  STOCKHOLDERS' EQUITY                                    
  Preferred Stock ($1.00 par value; 5,000,000             
    shares authorized; 0 shares issued)                -            -  
  Common Stock ($1.00 par value; 10,000,000 
    shares authorized; March-3,448,736*
    shares issued, June-2,757,563 shares issued)     3,449        2,758
  Additional Paid in Capital                         8,992       10,056
  Treasury Stock at cost (216,093* shares in
    March and 244,525* shares in June)             (2,894)      (3,434)
  Employee Stock Ownership Plan debt                  (75)        (154)
  Unrealized gains on securities available for 
    sale                                             2,311        1,808
  Retained earnings                                 56,079       50,030
                                                  --------     --------
                     Total Stockholders' Equity     67,862       61,064
                                                  --------     --------
     Total Liabilities and Stockholders' Equity   $914,016     $896,422
                                                  ========     ========
  * Reflect the effect of the 5 for 4 stock split on October 16,
  1995.                                                   
                
                                      3<PAGE>


                       PARKVALE FINANCIAL CORPORATION
               UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
            (Dollar Amounts in Thousands, except per share data)
                                                                       
                                 Three months ended  Nine months ended
                                      March 31,          March 31,
                                   1996     1995       1996     1995   
  Interest income:                ------   ------     ------   ------
     Loans                       $11,900  $10,612    $34,358  $30,800
     Mortgage-backed securities    1,644    1,697      5,139    5,224
     Investments                   1,583    2,205      5,513    6,525
     Federal funds sold            1,405      814      4,642    2,437
                                 -------  -------    -------  -------
          Total interest income   16,532   15,328     49,652   44,986
                                 -------  -------    -------  -------
  Interest expense:                                                  
     Savings deposits              9,483    8,402     28,751   24,591
     Borrowings                      398      384      1,188    1,172
                                 -------  -------    -------  -------
          Total interest expense   9,881    8,786     29,939   25,763
                                 -------  -------    -------  -------
  Net interest income              6,651    6,542     19,713   19,223
  Provision for loan losses          168      273        502      865
                                 -------  -------    -------  -------
     Net interest income after                                       
          provision for losses     6,483    6,269     19,211   18,358
                                 -------  -------    -------  -------
  Other income:                                                      
     Service charges and fees        406      411      1,218    1,208
     Gain on sale of assets          969        -        969        -
     Miscellaneous                   150       85        381      262
                                 -------  -------    -------  -------
          Total other income       1,525      496      2,568    1,470
                                 -------  -------    -------  -------
  Other expenses:                                                    
     Compensation and benefits     1,751    1,744      5,238    4,935
     Office occupancy                514      520      1,523    1,493
     Marketing                        51       79        192      274
     FDIC and other insurance        491      466      1,457    1,418
     Office supplies, telephone, 
       and postage                   235      231        633      631
     Miscellaneous                   540      516      1,664    1,585
                                  ------  -------    -------  -------
          Total other expense      3,582    3,556     10,707   10,336
                                  ------  -------    -------  -------
  Income before income taxes       4,426    3,209     11,072    9,492
  Income tax expense               1,443    1,163      3,764    3,498
                                 -------  -------    -------  -------
  Net income                      $2,983   $2,046     $7,308   $5,994
                                 =======  =======    =======  =======

  Net income per share             $0.88    $0.60      $2.17    $1.73
  Dividends per share              $0.13   $0.104      $0.39   $0.312
                                                 
  All share amounts reflect the effect of the 5 for 4 stock split on
  October 16, 1995.                     
  
                                      4<PAGE>
                                       
  Parkvale Financial Corporation
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  For Nine Months Ended March 31, 1996 and 1995
  Increase (Decrease) in Cash and Cash Equivalents
  (Dollar Amounts in Thousands) 
                                                     1996         1995    
  Cash flows from operating activities:           --------     --------
     Interest received                              $49,884      $45,093
     Loan fees received                                 202          256
     Other fees and commissions received              1,506        1,335
     Interest paid                                 (29,983)     (25,805)
     Cash paid to suppliers and others             (10,096)     (10,703)
     Income taxes paid                              (2,563)      (2,029)
                                                   --------     --------
     Net cash provided by operating activities        8,950        8,147

  Cash flows from investing activities:                                
     Proceeds from sales of investment 
       securities available for sale                     --           36
     Proceeds from maturities of investments        114,700       64,010
     Purchase of investment securities available
       for sale                                       (609)        (330)
     Purchase of investment securities             (83,049)     (53,585)
     (Purchase) maturity of deposits in other banks    (40)        1,314
     Purchase of mortgage-backed securities        (25,211)           --
     Purchase of loans                             (83,066)     (17,855)
     Proceeds from sales of loans                     1,934        1,827
     Principal collected on mortgage-backed
       securities                                    17,556       11,552
     Principal collected on loans                   110,574       75,025
     Loans made to customers, net of loans in 
       process                                     (98,640)     (82,634)
     Other                                            (114)        (197)
                                                   --------     --------
       Net cash (used in) investing activities     (45,965)        (837)
                                                           
  Cash flows from financing activities:                                
     Net increase (decrease) in checking                          
        and savings accounts                           247     (42,143)
     Net increase in certificates of deposit        11,133       29,899
     Proceeds from FHLB advances                        96           --
     Repayment of FHLB advances                        (7)         (94)
     Net increase in other borrowings                1,178          185
     Decrease in borrowers' advances for tax &
       insurance                                   (3,368)      (1,614)
     Cash dividends paid                           (1,173)        (982)
     Net proceeds from sale of common stock             11           39
     Treasury stock activity                           155      (1,908)
                                                  --------     --------
     Net cash provided by (used in) financing 
         activities                                  8,272     (16,618)
                                                  --------     --------
  Net (decrease) in cash and cash equivalents     (28,743)      (9,308)
                                                           
     Cash and equivalents at beginning of period   126,584       91,558
                                                  --------     --------
     Cash and equivalents at end of period         $97,841      $82,250
                                                  ========     ========
                                       5<PAGE>
Reconciliation of net income to net cash            Nine months ended
     provided by operating activities:                    March 31,
                                                     1996          1995 
                                                    -------      ------
  Net income                                       $7,308       $5,994
  Adjustments to reconcile net income to net
       cash provided by operating activities:                         
     Depreciation and amortization                    403          426
     Accretion and amortization of loan fees 
       and discounts                                (403)        (193)
     Loan fees collected and deferred                 202          256
     Provision for loan losses                        502          865
     Gain on sale of assets                         (969)           --
     Decrease in accrued interest receivable          403           67
     Increase in other assets                       (132)        (427)
     Decrease in accrued interest payable            (44)         (42)
     Increase in other liabilities                  1,680        1,201
                                                  -------      -------
     Total adjustments                              1,642        2,153
                                                  -------      -------
  Net cash provided by operating activities        $8,950       $8,147
                                                  =======      =======
  For purposes of reporting cash flows, cash and cash equivalents include
  cash and noninterest-earning deposits, and federal funds sold. 
  Generally, federal funds are purchased and sold for one-day periods. 
  Loans transferred to foreclosed assets aggregated $1.2 million and
  $134,000 in the nine months ended March 31, 1996 and 1995, respectively.
  <TABLE>
                                PARKVALE FINANCIAL CORPORATION
                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                            (Dollars in thousands, except share data)
   <CAPTION>                                                                         
                                                                            Employee                                   
                                                                              Stock      Unrealized                  Total
                                       Common       Paid-in     Treasury     Ownership    Security    Retained    Stockholders'
                                        Stock       Capital       Stock      Plan Debt     Gains       Earnings       Equity  
                                      ---------    ---------    ---------    ----------  ----------   ----------  -------------
    <S>                                  <C>         <C>         <C>             <C>          <C>        <C>           <C>
    Balance, June 30, 1995               $2,758      $10,056     ($3,434)        ($154)       $1,808     $50,030       $61,064
                                                                                                                              
    Net income, nine months ended 
      March 31, 1996                                                                                       7,308         7,308
    Dividends on common stock at 
      $.39 per share                                                                                     (1,259)       (1,259)
    Principal payments on employee 
      stock ownership plan debt                                                     177                                    177
    Transfer to reflect 5 for 4 split       690        (690)                                                                 0

    Treasury stock contributed to 
      benefit plans                                                   116                                                  116
                                                                                                               
    Additional borrowings by ESOP                                                  (98)                                   (98)
                                                                                                               
    Unrealized security gains                                                                    503                       503
                                                                                                               
    Exercise of stock options                 1        (374)          424                                                   51
                                         ------       ------     --------         -----       ------     -------       -------    
    Balance, March 31, 1996              $3,449       $8,992     ($2,894)         ($75)       $2,311     $56,079       $67,862
                                         ======       ======     ========         =====       ======     =======       =======
    </TABLE>                                           6<PAGE>

  NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  ---------------------------------------------------------------------
  1.  STATEMENTS OF OPERATIONS
     The statements of operations for the three and nine months ended March
  31, 1996 and 1995 are unaudited, but in the opinion of management,
  reflect all adjustments (consisting of only normal recurring accruals)
  necessary for a fair presentation of the results of operations for those
  periods.  The results of operations for the three and nine months ended
  March 31, 1996 are not necessarily indicative of the results which may
  be expected for fiscal 1996.  The Annual Report on Form 10-K for the
  year ended June 30, 1995 contains additional information and should be
  read in conjunction with this report.  

  2.  STOCK SPLIT
     On September 21, 1995 the Board of Directors declared a 5-for-4 stock
  split of Parkvale's common stock.  The additional shares were paid on
  October 16, 1995 to stockholders of record at the close of business on
  October 2, 1995.  This increased the outstanding shares by 640,706.  No
  fractional shares were issued.  All share amounts in this report have
  been restated to reflect this stock split. 

  3.  EARNINGS PER SHARE
     Primary earnings per share are based upon the weighted average number
  of issued and outstanding common shares including shares subject to
  stock options, which are deemed common stock equivalents.  For the three
  and nine months ended March 31, 1996, earnings per share were $0.88 and
  $2.17 per share based upon 3,360,989 and 3,361,508 average shares
  outstanding, respectively assuming all 240,194 option shares outstanding
  were exercised.  For the three and nine months ended March 31, 1995, the
  restated earnings per share were $0.60 and $1.73 per share based upon
  3,409,046 and 3,463,853 average shares outstanding, respectively
  assuming all 249,025 option shares then outstanding were exercised.

  4. CHANGE IN METHOD OF ACCOUNTING
     In June 1993, the Financial Accounting Standards Board (FASB) issued
  Statement of Financial Accounting Standards No. 114, ("FAS 114"),
  "Accounting by Creditors for Impairment of a Loan," which was amended by
  FAS 118 in October 1994.  The Statements require all creditors to
  account for impaired loans, other than homogeneous loans such as
  residential or consumer loans, except those loans that are accounted for
  at fair value or at the lower of cost or fair value, at the present
  value of the expected future cash flows discounted at the loan's
  effective interest rate.  In accordance with the Statements, the Bank
  has adopted FAS 114 and 118 as of July 1, 1995.  (See Note 5.)

     In May 1995, the FASB issued FAS 122, "Accounting for Mortgage
  Servicing Rights."  This Statement amends certain provisions of
  Statement 65, "Accounting for Certain Mortgage Banking Activities," to
  allow enterprises engaging in mortgage banking activities to recognize
  as separate assets rights to service mortgage loans for loans originated
  by the enterprise.  The Bank has elected to adopt FAS 122 as of July 1,
  1995.  There was no impact on the results of operations for the nine
  months ended March 31, 1996.

     In October 1995, the FASB issued FAS 123, "Accounting for Stock-Based
  Compensation."  FAS 123 defines a fair value-based method of accounting
  for stock-based employee compensation plans.  Under the fair value-based
  method, compensation cost is measured at the grant date based upon the
                                           7<PAGE>


  value of the award and is recognized over the service period.  The
  standard encourages all entities to adopt this method of accounting for
  all employee stock compensation plans.  However, it also allows an
  entity to continue to measure compensation costs for its plans as
  prescribed in APB Opinion No. 25, "Accounting for Stock Issued to
  Employees."  If an entity elects to continue to use the accounting in
  Opinion 25, pro forma disclosures of net income and earnings per share
  must be made as if the fair value method of accounting, as defined by
  FAS 123 had been applied.  FAS 123 is effective for financial statements
  with fiscal years beginning after December 15, 1995.  At this time,
  management expects to continue its accounting in accordance with APB
  Opinion 25.   













































                                      8<PAGE>

 
  5.  LOANS:
  Loans are summarized as follows:
                                                   March 31,      June 30,
                                                     1996         1995    
                                                   ---------    ---------
                          (Dollar Amounts in Thousands)             
  First mortgage loans:                                             
     Residential:                                                       
      1-4 Family                                   $486,496     $423,439
      Multi-family                                   18,081       22,894
     Commercial                                      19,427       18,435
     Other                                            2,396        3,196
                                                   --------     --------
                                                    526,400      467,964
  Consumer loans                                     72,792       69,197
  Commercial business loans                           9,199        4,542
  Loans on savings accounts                           3,297        3,253
                                                   --------     --------
                                                    611,688      544,956
  Less:
     Loans in process                                 2,778        4,816
     Allowance for loan losses                       13,853       13,136
     Unamortized discount and deferred loan fees      1,072        2,459
                                                   --------     --------
  Loans, net                                       $593,985     $524,545
                                                   ========     ========

  Nonaccrual loans                                   $1,390       $2,031
     as a percent of total assets                     0.15%        0.23%
                                                           
  The amount of additional interest income that had not been recognized in
  interest income was $123 at March 31, 1996 and $127 at June 30, 1995. 
  The following summary sets forth the activity in the allowance for loan
  losses for the nine months ended March 31: 
                                                     1996         1995    
                                                   -------      -------
  Beginning balance                                $13,136      $12,056
  Provision for losses - mortgage loans                337          792
  Provision for losses - consumer loans                165           73
  Provision for losses - commercial loans               --           --
  Loans recovered                                      303           73
  Loans charged off                                   (88)         (94)
                                                    -------      -------
  Ending balance                                   $13,853      $12,900
                                                    =======      =======

  Management considers non-accrual, substandard and doubtful commercial
  and other real estate loans to be potentially impaired under the
  provisions of FAS 114 and 118.  The collateral evaluation values of real
  estate are deemed to represent the most reliable indication of fair
  market value.  Less than 8% of the gross loan portfolio is invested in
  multi-family and commercial real estate loans and commercial business
  loans.  Multi-family and commercial loans include $1.3 million
  classified as substandard and $1.3 million categorized as special
  mention.  Of the above impaired loans, only $647,000 are non-accrual
  loans as such loans are more than 90 days delinquent.
 
                                      9<PAGE>


                        PARKVALE FINANCIAL CORPORATION
         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
                          AND RESULTS OF OPERATIONS
                                                                        
            (Dollar Amounts in Thousands, except per share data)

  Balance Sheet Data:                             March 31,
                                                1996      1995    
                                               ------    ------
  Total assets                               $914,016  $865,898
  Loans receivable                            593,985   517,927
  Interest-bearing deposits and federal funds
    sold                                       88,009    74,202
  Investment and mortgage-backed securities   211,125   253,452
  Savings deposits                            805,825   766,310
  FHLB Advances                                20,696    20,610
  Other borrowings                              5,175     3,878
  Stockholders' Equity                         67,862    60,172
  Book value per share                         $20.99    $18.46
                                                                
  Statistical Profile:
                                      Three Months Ended   Nine Months Ended
                                        March 31,  (1)      March 31,  (1)
                                         1996    1995      1996    1995   
                                       -------  -------  -------  -------
  Average yield earned on all                                         
   interest-earning assets              7.45%    7.32%     7.49%    7.10%
  Average rate paid on all                                           
   interest-bearing liabilities         4.78%    4.49%     4.84%    4.36%
  Average interest rate spread          2.67%    2.83%     2.65%    2.74%
  Net yield on average                                               
   interest-earning assets              3.00%    3.13%     2.97%    3.03%
  Other expenses to average assets      1.58%    1.66%     1.58%    1.60%
  Taxes to pre-tax income              32.60%   36.24%    34.00%   36.85%
  Return on average assets              1.32%    0.95%     1.08%    0.93%
  Return on average assets without 
    gain on sale of asset               0.99%    0.95%     0.97%    0.93%
  Return on average equity             18.51%   13.71%    15.60%   13.55%
  Return on average equity without
    gain on sale of asset              13.99%   13.71%    14.05%   13.55%
  Average equity to average total 
    assets                              7.11%    6.96%     6.92%    6.84%
                                                            
                                                 At March 31,
                                                1996      1995    
                                               ------    ------
  One year gap to total assets                   0.62%     6.35%
  Intangibles to total equity                    0.47%     0.79%
  Capital to assets ratio                        7.42%     6.95%
  Ratio of nonperforming assets to total
    assets                                       0.18%     0.18%
  Number of full-service offices                 28        28
                                                             
  (1)  The applicable income and expense figures have been annualized in
  calculating the percentages.                               


                                      10<PAGE>
  RESULTS OF OPERATIONS - COMPARISON OF THREE MONTHS ENDED MARCH 31, 1996
  AND 1995
  -----------------------------------------------------------------------

  For the three months ended March 31, 1996, Parkvale had net income of
  $3.0 million versus $2.0 million for the comparable period in 1995. 
  This increase reflects the recognition of a $969,000 ($736,000 net of
  taxes) previously deferred gain related to a loan payoff facilitating
  the sale of real estate, as discussed further below under "Other
  Income."  Without such gain recognition, net income from core earnings
  for the quarter would have been $2.2 million or $0.67 per share.  The 
  increase in net income from core earnings was due to a $109,000 increase
  in net interest income and a $105,000 decrease in loan loss provisions.  

  INTEREST INCOME:
  ----------------
  Parkvale had interest income of $16.5 million during the three months
  ended March 31, 1996 versus $15.3 million during the comparable period
  in 1995.  This $1.2 million or 7.9% increase is the result of a $50.2
  million or 6.0% increase in the average balance of interest-earning
  assets, compounded by a 13 basis point increase in the average yield
  from 7.32% in 1995 to 7.45% in 1996.  Interest income from loans
  increased $1.3 million or 12.1% as a result of a $60.7 million or 11.8%
  increase in the average outstanding loan balances.  Interest income on
  mortgage-backed securities decreased slightly  by $53,000 from the 1995
  quarter due to a decrease of $4.3 million in the average balance, offset
  by a slight increase in the average yield from 6.52% in 1995 to 6.58% in
  1996.  Investment securities interest income decreased by $622,000 or
  28.2% from the 1995 quarter.  Although the average yield on investments
  increased by 39 basis points from 5.39% to 5.78%, this was not
  sufficient to offset an average investment balance decrease of $54.3
  million or 33.2%.  Interest income earned on Federal funds sold
  increased $591,000 from the 1995 quarter due to an increase in the
  average balance of $48.1 million, offset by a 43 basis point decrease in
  the average yield from 5.84% to 5.41%.  At March 31, 1996, the weighted
  average yield on all interest earning assets was 7.43%.

  INTEREST EXPENSE:
  -----------------
  Interest expense increased $1.1 million or 12.5% from the 1995 to the
  1996 quarter.  The increase was due to a $43.9 million or 5.6% increase
  in the average deposits and borrowings, compounded by an increase in the
  average rate paid on deposits and borrowings from 4.49% in 1995 to 4.78%
  in 1996.  At March 31, 1996, the average rate payable on liabilities was
  4.67% for deposits, 6.21% for borrowings and 4.71% for combined deposits
  and borrowings.

  PROVISION FOR LOAN LOSSES:
  --------------------------
  Parkvale's provision for loan losses decreased by $105,000 or 38.5% from
  the 1995 to the 1996 quarter.  The aggregate general valuation
  allowances were 2.30% of net loans at March 31, 1996, versus 2.47% and
  2.44% at June 30, 1995 and March 31, 1995.

  Non-performing loans and real estate owned were $1.6 million, $2.1
  million and $1.6 million at March 31, 1996, June 30, 1995 and March 31,
  1995, representing 0.18%, 0.24% and 0.18% of total assets at the
  respective balance sheet dates.  Total loan loss reserves at March 31,

                                      11<PAGE>
  1996 were $13.8 million, which represents 2.32% of the net loan
  portfolio.  The decrease of $498,000 in non-performing assets from June
  30, 1995 is primarily due to a sale of property related to a previously
  reported non-accruing multi-family loan of $873,000, offset by an
  increase to non-accruing single-family dwellings of $329,000 and an
  increase in real estate owned of $143,000.     

  Loans are placed on non-accrual status when in the judgement of
  management, the probability of collection of interest is deemed to be
  insufficient to warrant further accrual.  All loans which are 90 or more
  days delinquent are treated as non-accrual loans.

  OTHER INCOME:
  -------------
  Total other income increased by $1.0 million in 1996.  This is primarily
  due from the recognition of a $969,000 previously deferred gain related
  to a first mortgage loan payoff  facilitating the sale of a multi-family
  apartment complex located in a Pittsburgh suburb.  The loan was
  classified as special mention for regulatory purposes due to the loan-
  to-value ratio being higher than the Bank's normal underwriting
  standards for multi-family loans.  The gain resulting from the fiscal
  1994 sale of the related property had been deferred and accreted into
  income over the term of the loan in accordance with FAS 66.   

  Additionally, there was an increase of $54,000 in income from the tax
  deferred annuity and mutual fund products and a $50,000 increase in
  rental income from real estate owned, offset by a $40,000 gain recorded
  in 1995 from a previously, partially-owned subsidiary.

  OTHER EXPENSE:
  --------------
  Total other expense increased slightly by $26,000 or 0.7%.  The largest
  component of other expense, compensation and employee benefits,
  increased slightly by $7,000.  Annualized operating expenses as a
  percentage of average assets were 1.58% for the quarter ended March 31,
  1996 versus 1.66% during the comparable 1995 quarter.

  INCOME TAXES:
  -------------
  The provision for income taxes consists of the following for the three
  months ended March 31, 1996:  Current provision - Federal $1,131,000;
  State $264,000 and Deferred Federal  $48,000 with the total aggregating
  $1,443,000.  The effective tax rate for the three months ended March 31,
  1996 was 32.6% versus 36.2% for the comparable quarter in 1995.  


  RESULTS OF OPERATION - COMPARISON OF NINE MONTHS ENDED MARCH 31, 1996
  AND 1995
  ----------------------------------------------------------------------

  For the nine months ended March 31, 1996, Parkvale had net income of
  $7.3 million versus $6.0 million for the comparable period in 1995. 
  This $1.3 million increase in net income is primarily reflective of the
  recognition of the $969,000 gain ($736,000 net of taxes) related to the
  payoff of a first mortgage loan facilitating the sale of real estate as
  discussed further below under "Other Income."  Absent this gain
  recognition, the net income for the nine month period ended March 31,
  1996 would have been $6.6 million or $1.96 per share.  The $578,000

                                      12<PAGE>



  increase in net income from core earnings for the March 1996 nine months
  includes an increase in net interest income of $490,000 and a reduced
  provision for loan losses of $363,000, which more than offset an
  increase in operating expenses of $371,000.  Net interest income for the
  nine months ended March 31, 1996 increased to $19.7 million from $19.2
  million for the nine months ended March 31, 1995.  The average interest
  rate spread decreased slightly from 2.74% in 1995 to 2.65% in 1996.

  INTEREST INCOME:
  ----------------
  Parkvale had interest income of $49.7 million during the nine months
  ended March 31, 1996 and $45.0 million during the comparable period in
  1995.  This 4.7 million or 10.4% increase is attributable to an increase
  in the average interest-earning asset portfolio of $39.2 million,
  magnified by a 39 basis point increase in the average yield from 7.10%
  in 1995 to 7.49% in 1996.  Interest income from loans increased $3.6
  million or 11.6%.  The average yield increased by 22 basis points from
  8.09% in 1995 to 8.31% in 1996 and the average loan balance increased
  $43.9 million.  Interest income on mortgage-backed securities declined
  slightly by $85,000 or 1.6% from the comparable nine months of the
  previous fiscal year.  This was due to a decrease in the average
  portfolio of $5.0 million, offset by an increase in the average yield
  from 6.48% to 6.69%.  Income from investments decreased by $1.0 million
  or 15.5% from 1995.  Although the average yield increased 79 basis
  points from 5.22% to 6.01%, the average balance decreased significantly
  by $44.3 million or 26.6%.   Federal funds sold income increased $2.2
  million or 90.5% from the prior nine months ended March 1995.  This was
  due to a $44.6 million increase in the average balance and a 61 basis
  point increase in the average yield from 5.14% in 1995 to 5.75% in 1996.

  INTEREST EXPENSE:
  -----------------
  Interest expense increased $4.2 million or 16.2% from the 1995 nine
  month period to the 1996 nine month period.  The increase was due to a
  $37.2 million increase in the average deposits and borrowings,
  compounded by a 48 basis point increase in the average rate paid on
  deposits and borrowings from 4.36% in 1995 to 4.84% in 1996.    

  PROVISION FOR LOAN LOSSES:
  --------------------------
  Parkvale's provision for loan losses decreased by $363,000 or 42.0% from
  the 1995 to the 1996 period.  The aggregate general valuation allowances
  were 2.30%, 2.47% and 2.44% of net loans at March 31, 1996, June 30,
  1995 and March 31, 1995, respectively.   

  OTHER INCOME:
  -------------
  Other income increased $1.1 million in 1996 due primarily from the
  recognition of a $969,000 previously deferred gain related to a loan
  payoff in February 1996 facilitating the sale of real estate.  The gain
  resulting from the fiscal 1994 sale of the related property had been
  deferred and accreted into income over the term of the loan in
  accordance with FAS 66.  



                                      13<PAGE>



  Additionally, there was a $137,000 increase of other income from tax
  deferred annuities. 

  OTHER EXPENSES:
  ---------------
  Other expenses increased by $371,000 or 3.6% for the nine month period
  ending March 31, 1996 compared to the same period in 1995.  This was
  primarily attributable to a $303,000 or 6.1% increase in compensation
  and benefit expenses as merit pay and benefit expense increased
  proportionately.

  INCOME TAXES:
  -------------
  The provision for income taxes consists of the following for the nine
  months ended March 31, 1996:  Current provision - Federal $3,047,000;
  State $591,000 and Deferred Federal  $126,000 with the total aggregating
  $3,764,000.  The deferred tax asset decreased by $415,000 from June 30,
  1995 to March 31, 1996 which reflects $289,000 of tax effected
  appreciation in assets classified as available for sale under FAS 115
  and a $126,000 reduction as a result of the recognition of the deferred
  gain related to a loan payoff facilitating the sale of real estate.  The
  effective tax rate for the nine months ended March 31, 1996 was 34.0%
  and 36.9% for the comparable period in 1995.   

  LIQUIDITY AND CAPITAL RESOURCES:
  --------------------------------
  The loan portfolio increased $69.4 million from June 30, 1995 to March
  31, 1996 resulting from the combination of the deployment of funds from
  federal funds sold and investments and an increase in deposit balances
  of $11.4 million.  Federal funds sold and investments decreased by $28.8
  million and $31.7 million, respectively. 

  During the quarter ended March 31, 1996, the loan portfolio and federal
  funds sold increased $25.0 and $11.0 million, respectively, due to
  deployment of funds from investments and an increase in savings deposit
  balances.  Funds were deployed to loans and federal funds sold from
  investments as the balance decreased $33.8 million and from a $5.0
  million increase in the deposit balance from December 31, 1995 to March
  31, 1996.  
    
  Stockholders' equity was $67.9 million or 7.42% of total assets at March
  31, 1996.  The Bank is required to maintain Tier I (Core) capital equal
  to at least 4% of the institution's adjusted total assets, and Tier II
  (Supplementary) risk-based capital equal to at least 8% of the risk-
  weighted assets.  At March 31, 1996, Parkvale was in compliance with all
  applicable regulatory requirements, with Tier I and Tier II ratios of
  6.99% and 14.62%, respectively.

  The following table sets forth certain information concerning the Bank's
  regulatory capital at March 31, 1996:           






                                      14<PAGE>



                                          Tier I    Tier I     Tier II
                                          Core   Risk-Based  Risk-Based
                                         Capital   Capital    Capital   
                                         -------   -------     -------
  Equity Capital (1)                    $67,130    $67,130    $67,130
  Less non-allowable intangible assets    (316)      (316)      (316)
  Less Unrealized securities gains      (2,249)    (2,249)    (2,249)
  Plus general valuation allowances (2)     --         --       6,037
                                        -------    -------    -------
     Total regulatory capital            64,565     64,565     70,602
  Minimum required capital               36,968     19,320     38,639
                                        -------    -------    -------
     Excess regulatory capital          $27,597    $45,245    $31,963
                                                                     
  Regulatory capital as a percentage (3)  6.99%    13.37%      14.62%
  Minimum capital required as a 
     percentage                           4.00%     4.00%       8.00%
  Excess regulatory capital as a          -----     ------      -----
     percentage                           2.99%     9.37%       6.62%
                                          =====     =====       =====
  (1) Represents equity capital of the consolidated Bank as reported to
  the Pennsylvania Department of Banking and FDIC on Form 032 for the
  quarter ended March 31, 1996.
  (2) Limited to 1.25% of risk adjusted total assets.
  (3) Tier I  capital is computed as a percentage of adjusted total assets
  of $924,200.  Tier I and Tier II risk-based capital are  computed as a
  percentage of adjusted risk-weighted assets of $482,993.

  BIF / SAIF PREMIUM DISPARITY
  ----------------------------
  Congress has again failed to pass legislation to resolve the much
  discussed and highly controversial Bank Insurance Fund/Savings
  Association Insurance Fund (BIF/SAIF)  premium disparity.  An equitable
  solution to this problem was proposed in 1995 and agreed upon by
  Congress, the White House and the banking regulators.  Parkvale and
  other thrift banks throughout the country were to be assessed 85-90
  basis points on SAIF-insured deposits in order to recapitalize SAIF. 
  While the one-time assessment to Parkvale would amount to approximately
  $6.8 million on a pre-tax basis, it would allow SAIF-insured
  institutions like Parkvale to compete on equal footing with BIF insured
  institutions by eliminating the current yearly deposit insurance premium
  disparity by reducing the premium from 23 basis points to 4 basis points
  per $100 of insured deposits.  This would reduce Parkvale's annual FDIC
  deposit insurance costs by approximately $1.5 million.  Parkvale
  enthusiastically supported the payment of a one-time assessment as a
  means of recapitalizing SAIF and successfully resolving the BIF/SAIF
  premium disparity.  The Budget Reconciliation Bill that was approved by
  Congress in December contained all of these provisions but it was
  subsequently vetoed by President Clinton for reasons other than the
  FDIC-SAIF capitalization.  On April 24, 1996, the BIF/SAIF legislation
  was stalled again as the House Rules Committee dropped the legislation
  from a 24-hour continuing resolution that was needed to avoid another
  partial government shutdown.  This happened despite an agreement by the
  Administration and the House leadership to move BIF/SAIF on this must-
  pass vehicle. The Omnibus Appropriations Bill was passed on April 25

                                      15<PAGE>



  without addressing the BIF/SAIF premium disparity or the FICO financing. 
  Unfortunately for Parkvale shareholders and SAIF insured customers,
  Parkvale continues to pay 23 basis points for government mandated
  deposit insurance while similarly capitalized BIF insured banks pay
  nothing.  Parkvale is hopeful that equitable treatment will ultimately
  prevail, but cognizant the legislative process is unduly influenced by
  continuing partisan disputes.  

  Management is not aware of any trends, events, uncertainties or current
  recommendations by any regulatory authority that will have (if
  implemented), or that are reasonably likely to have, material effects on
  Parkvale's liquidity, capital resources or operations.

  IMPACT OF INFLATION AND CHANGING PRICES:
  ----------------------------------------
  The financial statements and related 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
  the relative purchasing power of money over time due to inflation. 
  Unlike most industrial companies, substantially all of the assets and
  liabilities of a financial institution are monetary in nature.  As a
  result, interest rates have a more significant impact on a financial
  institution's performance than the effects of general levels of
  inflation.  Interest rates do not necessarily move in the same direction
  or in the same magnitude as the prices of goods and services as measured
  by the consumer price index.


  PART II - OTHER INFORMATION
  ---------------------------
  Item 1.  Legal Proceedings                                None

  Item 2.  Changes in Securities                            N/A

  Item 3.  Defaults Upon Senior Securities                  N/A

  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
      (a)  Exhibits                                         None
      (b)  Reports on Form 8-K                              None











                                      16<PAGE>




                                 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.
                                             
                                             Parkvale Financial Corporation

  DATE: May 3, 1996                          By: Robert J. McCarthy, Jr.
                                                -------------------------
                                             Robert J. McCarthy, Jr.
                                             President and Chief Executive
                                               Officer

  DATE: May 3, 1996                          By: Timothy G. Rubritz         
                                                -------------------------
                                             Timothy G. Rubritz
                                             Vice President - Treasurer
                                             (Chief Financial Officer)




































                                      17<PAGE>


<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
THIRD QUARTER 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
10-Q.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          10,066
<INT-BEARING-DEPOSITS>                             234
<FED-FUNDS-SOLD>                                87,775
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     10,463
<INVESTMENTS-CARRYING>                         200,662
<INVESTMENTS-MARKET>                           200,734
<LOANS>                                        607,838
<ALLOWANCE>                                     13,853
<TOTAL-ASSETS>                                 914,016
<DEPOSITS>                                     805,825
<SHORT-TERM>                                     5,175
<LIABILITIES-OTHER>                             14,458
<LONG-TERM>                                     20,696
                                0
                                          0
<COMMON>                                         3,449
<OTHER-SE>                                      64,413
<TOTAL-LIABILITIES-AND-EQUITY>                 914,016
<INTEREST-LOAN>                                 34,358
<INTEREST-INVEST>                               15,294
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                                49,652
<INTEREST-DEPOSIT>                              28,751
<INTEREST-EXPENSE>                              29,939
<INTEREST-INCOME-NET>                           19,713
<LOAN-LOSSES>                                      502
<SECURITIES-GAINS>                                 969
<EXPENSE-OTHER>                                 10,707
<INCOME-PRETAX>                                 11,072
<INCOME-PRE-EXTRAORDINARY>                      11,072
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     7,308
<EPS-PRIMARY>                                     2.17
<EPS-DILUTED>                                     2.17
<YIELD-ACTUAL>                                    2.97
<LOANS-NON>                                      1,390
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                13,136
<CHARGE-OFFS>                                       88
<RECOVERIES>                                       303
<ALLOWANCE-CLOSE>                               13,853
<ALLOWANCE-DOMESTIC>                               502
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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