DIME FINANCIAL CORP /CT/
10-Q, 1996-05-15
STATE COMMERCIAL BANKS
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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 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 0-17494

                           DIME FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)



           Connecticut                               06-1237470
(State or other jurisdiction of       (I.R.S.  Employer Identification No.)
 incorporation or organization)

       95 Barnes Road, Wallingford, Connecticut         06492
       (address of principal executive offices)       (zip code)

Registrant's telephone number, including area code:  (203) 269-8881

Indicate by check mark whether the registrant (1) has 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.

   YES     X         NO    ___

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock - $1.00 par value;  5,023,985  shares were  outstanding as of March
31, 1996.

The total number of pages in this report is 23
Exhibit Index is on page 19

                  DIME FINANCIAL CORPORATION AND SUBSIDIARY

                                      INDEX

Part I Financial Information                                      Page No.

   Item 1. Financial Statements

      Consolidated Statements of Condition
       March 31, 1996 and 1995 (unaudited)
       and December 31, 1995.                                         3.

      Consolidated Statements of Operations
       Three months ended March 31, 1996 and 1995 (unaudited)         3.

      Selected Financial Highlights                                   3.

      Consolidated Statement of Changes in Shareholders' Equity       4.

      Consolidated Statements of Cash Flows
       Three months ended March 31, 1996 and 1995 (unaudited)         5.

      Notes to Consolidated Financial Statements (unaudited)        6-9.

   Item 2. Management's Discussion and Analysis of Financial
    Condition and Results of Operations                           10-16.

Part II   Other Information

   Item 6. Exhibits and Reports on Form 8-K                          17.

Signatures                                                           18.

Exhibit Index                                                        19.

Part I. - FINANCIAL INFORMATION

      Item 1. Financial Statements

The registrant  incorporates herein by reference the following  information from
its Quarterly  Report to Shareholders  for the quarters ended March 31, 1996 and
1995, filed as Exhibit 20 hereto:

      Consolidated Statements of Condition

      Consolidated Statements of Operations

      Selected Financial Highlights


                     Dime Financial Corporation Subsidiary
           Consolidated Statement of Changes in Shareholders' Equity
                       Three Months Ended March 31, 1996

<TABLE>
<CAPTION>
                                                                  Net Unrealized
                                                                  Gain on
                                         Additional    Retained   Available
                                Common   Paid-in       Earnings   for Sale         Treasury
(dollars in thousands)          Stock    Capital       (Deficit)  Securities       Stock      Total
- ---------------------------------------------------------------------------------------------------

<S>                             <C>      <C>           <C>        <C>              <C>         <C>
Balance at December 31, 1995    $5,374   $51,117       ($2,166)   $241             ($2,898)    $51,688
  Net Income                                             2,859                                   2,859
  Options Exercised                  1        16                                                    17
  Dividends Paid                                          (351)                                   (351)
  Change in net unrealized
   gain on securities
   for sale                                                       (794)                           (794)
- ------------------------------------------------------------------------------------------------------
Balance at March 31, 1996       $5,375   $51,133        $  342   ($553)            ($2,898)    $53,399
======================================================================================================
</TABLE>

Item 1 (cont'd)

                    DIME FINANCIAL CORPORATION AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
             Three months ended March 31, 1996 and 1995 (unaudited)

<TABLE>
<CAPTION>
(Dollars in thousands)                                1996           1995
- --------------------------------------------------------------------------

<S>                                                 <C>            <C>
Cash flows from operating activities:
  Net income (loss)                                 $ 2,859        $ (791)
  Adjustments  to reconcile  net income (loss)
   to net cash provided by operating
   activities:
    Provision for loan losses                           700         3,500
    Depreciation and amortization                       271           377
    Amortization/Accretion investments, net             (75)          115
    Amortization of intangible assets                    88            87
    Amortization of net deferred loan fees               (9)          (47)
    Gain on investment securities                      (159)         (234)
    Gains on sale of other real estate owned           (255)         (140)
    Increase in accrued income receivable              (560)         (225)
    Decrease in other assets                          1,342         1,280
    Increase (decrease) in other liabilities            (49)          180
- -------------------------------------------------------------------------
      Net cash provided by operating activities       4,153         4,102
- -------------------------------------------------------------------------

Cash flows from investing activities:
  Available for sale investment securities:
    Proceeds from sale of investment securities       4,076           659
  Available for sale mortgage-backed securities:
    Mortgage-backed securities purchased            (54,190)           --
    Proceeds from principal payments                  2,544            --
    Proceeds from sale of mortgage-backed
     securities                                      25,057            --
  Held to maturity investment securities:
    Investment securities purchased                 (24,951)       (4,995)
    Proceeds from maturity of investment
     securities                                       8,000         2,000
  Net decrease in loans                              12,868         3,975
  Purchase of premises and equipment                   (291)          (59)
  Proceeds from sale of other real estate owned       1,195           498
- -------------------------------------------------------------------------
      Net cash provided (used) by investing 
       activities                                   (25,692)        2,078
- -------------------------------------------------------------------------

Cash flows from financing activities:
  Net increase (decrease) in deposits                11,371        (3,293)
  Payments of FHLBB advances                             --        (2,000)
  Proceeds from exercise of DFC stock options            17            --
  Payments of cash dividends                           (351)           --
- -------------------------------------------------------------------------
      Net cash provided (used) by financing
       activities                                    11,037        (5,293)
- -------------------------------------------------------------------------

Net (increase) decrease in cash and cash
 equivalents                                        (10,502)          887
Cash and cash equivalents at beginning of period     35,489        49,960
- -------------------------------------------------------------------------
Cash and cash equivalents at end of period          $24,987       $50,847
=========================================================================
</TABLE>

Item 1 (cont'd)

                   DIME FINANCIAL CORPORATION AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
                           March 31, 1996 (unaudited)

1. BASIS OF PRESENTATION

The accompanying  unaudited  consolidated financial statements should be read in
conjunction with the audited financial  statements and notes thereto included in
Dime Financial  Corporation's 1995 Annual Report and Proxy Statement dated March
8, 1996. In the opinion of management,  the accompanying  consolidated financial
statements  reflect all necessary  adjustments,  consisting of normal  recurring
accruals for a fair  presentation of results as of the dates and for the periods
covered by the consolidated  financial statements.  The results of operations of
the interim  period may not be  indicative of results for the entire 1996 fiscal
year.

2.  EARNINGS PER SHARE

The calculation of earnings per share is based on the weighted average number of
common shares outstanding during the periods presented as follows:

<TABLE>
<CAPTION>
(dollars in thousands, except share data)          Three Months Ended
                                                   3/31/96     3/31/95
- -----------------------------------------------------------------------

<S>                                                 <C>         <C>
Net income (loss)                                   $2,859      $ (791)
=======================================================================

Weighted Average
Common Shares Outstanding                            5,023       4,994

Earnings (loss) per share                            $0.57      $(0.16)
=======================================================================
</TABLE>

3.  INVESTMENT SECURITIES

The  amortized  cost,  approximate  market  values,  and  maturity  groupings of
investment securities are as follows:

<TABLE>
<CAPTION>
                                                       March 31, 1996           March 31, 1995
- ---------------------------------------------------------------------------------------------------
                                                     Amortized    Market      Amortized      Market
(Dollars in Thousands)                               Cost         Value       Cost           Value
- ---------------------------------------------------------------------------------------------------

<S>                                                  <C>          <C>            <C>        <C>
INVESTMENT SECURITIES AVAILABLE FOR SALE:
U.S. treasury securities:
  Within 1 year                                      $ 4,011      $ 4,006        ----          ----
U.S. Government agency obligations:
  Within 1 year                                         ----         ----       3,994         3,990
Equity Securities                                         12           12          12            12
- ---------------------------------------------------------------------------------------------------
Total Investment Securities Available for Sale       $ 4,023      $ 4,018     $ 4,006       $ 4,002
===================================================================================================

INVESTMENT SECURITIES HELD TO MATURITY:
U.S. treasury securities:
  Within 1 year                                         ----         ----     $14,496       $14,415
  After 1 but within 5 years                            ----         ----       4,141         4,043
  After 5 but within 10 years                          1,012        1,061       1,014         1,018
- ---------------------------------------------------------------------------------------------------
      Total U.S. treasury securities                   1,012        1,061      19,651        19,476
- ---------------------------------------------------------------------------------------------------
U.S. Government agency obligations and
 U.S Government-sponsored agency obligations:
  Within 1 year                                         ----         ----      18,000        17,978
  After 1 but within 5 years                          27,897       27,817       4,995         4,975
  After 5 but within 10 years                         35,952       35,309        ----          ----
  After 10 years                                        ----         ----          50            50
- ---------------------------------------------------------------------------------------------------
      Total U.S. Government agency obligations and
       U.S.Government-sponsored agency oblig.         63,849       63,126      23,045        23,003
- ---------------------------------------------------------------------------------------------------
Domestic obligations:
  Within 1 year                                         ----         ----       6,805         6,698
  After 1 but within 5 years                            ----         ----       4,248         4,155
  After 5 but within 10 years                           ----         ----         997         1,030
- ---------------------------------------------------------------------------------------------------
      Total domestic obligations                        ----         ----      12,050        11,883
- ---------------------------------------------------------------------------------------------------
Total Investment Securities Held to Maturity        $ 64,861     $ 64,187     $54,746       $54,362
===================================================================================================

MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE:
Mortgage-backed securities:
  GNMA                                              $ 39,137     $ 38,826        ----          ----
  FNMA                                                 1,959        1,962        ----          ----
  FHLMC                                                  758          746        ----          ----
REMIC / CMO's                                         79,822       79,309        ----          ----
- ---------------------------------------------------------------------------------------------------
Total Mortgage-backed Sec. Available for Sale       $121,676     $120,843        ----          ----
===================================================================================================
</TABLE>

<TABLE>
<CAPTION>
                                                   March 31, 1996        March 31, 1995
- --------------------------------------------------------------------------------------

<S>                                                     <C>                   <C>
INVESTMENT SECURITIES AVAILABLE FOR SALE:
Gross unrealized losses                                 $  5                  $  4

INVESTMENT SECURITIES HELD TO MATURITY:
Gross unrealized gains                                  $103                  $ 37
Gross unrealized losses                                 $777                  $421

MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE:
Gross unrealized gains                                  $ 98                  $ --
Gross unrealized losses                                 $931                  $ --
</TABLE>

4.  ALLOWANCE FOR LOAN LOSSES

Changes in the allowance for loan losses are as follows:

<TABLE>
<CAPTION>
                                         Three Months Ended March 31,
- ---------------------------------------------------------------------
                                              1996           1995
- ---------------------------------------------------------------------
                                                (In Thousands)

<S>                                         <C>            <C>
Balance at January 1,                       $ 12,779       $  9,326
Provision for loan losses                        700          3,500
Charge-offs                                     (875)          (370)
Recoveries                                       600             21
- -------------------------------------------------------------------
Balance at March 31,                        $ 13,204       $ 12,477
===================================================================

Average loans                               $450,462       $509,234
Net quarterly charge-offs as a 
 percentage of average loans                    0.06%          0.07%
Non-performing loans                        $  6,010       $  8,312
Allowance for loan losses as a 
 percentage of non-performing loans           219.71%        150.11%
</TABLE>

5.  NON-PERFORMING ASSETS

<TABLE>
<CAPTION>
                                                    March 31,
- ------------------------------------------------------------------- 
                                               1996           1995
- -------------------------------------------------------------------
                                                  (In Thousands)

<S>                                           <C>           <C>
Mortgage loans on real estate                 $5,228        $ 6,716
Commercial loans                                 373          1,290
Consumer loans                                   409            306
- -------------------------------------------------------------------
      Total non-performing loans               6,010          8,312
Other real estate owned, net                     608          3,533
- -------------------------------------------------------------------
      Total non-performing assets             $6,618        $11,845
===================================================================

Non-performing loans as a percentage of
 total loans                                    1.36%          1.64%
Non-performing assets as a percentage of
 total assets                                    .99%          1.88%
</TABLE>

6.  IMPAIRED LOANS

Impaired  loans are  commercial,  commercial  real  estate,  non-owner  occupied
residential   mortgage  loans,  and  individually   significant   owner-occupied
residential  mortgage  and  consumer  loans  for which it is  probable  that the
Company will not be able to collect all amounts due according to the contractual
terms of the loan agreement.  Owner occupied  residential  mortgage and consumer
loans  which  are not  individually  significant  are  measured  for  impairment
collectively.

The  definition  of  "impaired  loans"  is not  the  same as the  definition  of
"non-accrual  loans".  Nonaccrual  loans include impaired loans and are those on
which the accrual of interest is discontinued  when  collectibility of principal
or  interest is  uncertain  or payments  of  principal  or interest  have become
contractually  past due 90  days.  The  Company  may  choose  to place a loan on
nonaccrual  status while not  classifying the loan as impaired if it is probable
that the Company will collect all amounts due in accordance with the contractual
terms of the loan.

Factors  considered by  management in  determining  impairment  include  payment
status and collateral value. Loans that experience  insignificant payment delays
and  insignificant  shortfalls  are  not  classified  as  impaired.   Management
determines  the  significance  of payment  delays and  payment  shortfalls  on a
case-by-case   basis,   taking  into  consideration  all  of  the  circumstances
surrounding  the loan and the borrower,  including the length of delay,  reasons
for delay, the borrower's prior payment record,  and the amount of the shortfall
in  relation  to the total debt  owed.  The amount of  impairment  is  generally
determined by the  difference  between the fair value of  underlying  collateral
securing the loan and the recorded amount of the loan.

Interest payments received from commercial type loans which have been classified
as impaired are generally applied to the carrying value of such loans.  Interest
payments  received  from loans  which are  classified  as  impaired,  other than
commercial loans, are recognized on a cash basis.

At March 31, 1996 impaired loans totalled $4.4 million with a related  allowance
of $797,000  compared with impaired loans at March 31, 1995 of $6.9 million with
a related allowance of $2.4 million.

7.  FHLBB ADVANCES

Federal Home Loan Bank of Boston advances consisted of the following:

<TABLE>
<CAPTION>
                                                 March 31,
                                              1996       1995
           ---------------------------------------------------
                                               (In Thousands)

           <S>                               <C>        <C>
           7.07% due 1996                    33,000     33,000
           7.16% due 1997                    25,000     25,000
           ---------------------------------------------------
           Total FHLBB advances             $58,000    $58,000
</TABLE>

Item 2:

                   DIME FINANCIAL CORPORATION AND SUBSIDIARY
               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS

GENERAL

Dime  Financial   Corporation  of  Wallingford,   Connecticut  (the  "Company"),
organized in 1988, is the parent  company of one  wholly-owned  subsidiary,  The
Dime Savings Bank of Wallingford  ("Dime").  Consolidated assets as of March 31,
1996 were $671.4 million.

The  Company  provides  a full  range of  banking  services  to  individual  and
corporate   customers   through  its  subsidiary,   The  Dime  Savings  Bank  of
Wallingford,  which operates  eleven retail banking offices in New Haven County,
Connecticut.  Products offered include savings and checking  products,  mortgage
loans, and consumer  installment  loans.  Deposits are insured by the FDIC up to
certain limits under the law.

FINANCIAL CONDITION

In the first quarter of 1996, the Company reported net income of $2.9 million or
$0.57 per share  compared to a net loss of $791,000,  or $0.16 per share for the
quarter ended March 31, 1995. The first quarter results were affected  primarily
by a lower  provision  to the  allowance  for loan  losses  and a  reduction  in
operating  expenses.  The provision to the  allowance  for loan losses  totalled
$700,000 for the quarter  ended March 31, 1996  compared with a provision in the
first quarter of 1995 of $3.5 million. In addition, operating expenses decreased
to $3.5 million for the quarter  ended March 31, 1996 compared with $4.7 million
in the first  quarter of 1995, a reduction  of 24%.  The  reduction in operating
expenses was primarily noted in salaries and benefits,  OREO operations and FDIC
insurance.

Salaries  and employee  benefits  decreased  $524,000 or 23% and  totalled  $1.8
million for the quarter  ended March 31, 1996 compared with $2.3 million for the
first quarter of 1995.  The net cost of OREO  operations  equalled a net gain of
$154,000 for the quarter  ended March 31, 1996  compared  with a net cost during
the first quarter of 1995 of $84,000.  The cost of FDIC  insurance  decreased to
$38,000 for the quarter  ended March 31, 1996  compared  with  $378,000  for the
first quarter of 1995.

The Company's earnings primarily depend upon the difference between the interest
and dividend  income earned on loans and  investments  and the interest  expense
paid on deposits and borrowed  money ("net  interest  income").  The  difference
between  the  average  interest  rate  earned on loans and  investments  and the
average interest rate paid on deposits and borrowings ("net spread") is affected
by economic factors  influencing  general interest rates, loan demand, the level
of non-performing loans, and savings flows as well as the effects of competition
for loans and  deposits.  Net  income is also  affected  by gains and  losses on
investment  securities  transactions  and other operating income such as service
charges and fees offset by additions  to the  provision  for loan losses,  other
operating expenses and income tax expense.

At March 31, 1996, the Company's  allowance for loan losses was $13.2 million or
219.71% of non-performing loans, 199.52% of non-performing  assets, and 2.98% of
total  loans.  At December  31, 1995,  the  allowance  for loan losses was $12.8
million, or 166.36% of non-performing  loans, 140.48% of non-performing  assets,
and 2.80% of total loans.  At March 31, 1995,  the allowance for loan losses was
$12.5 million,  or 150.11% of  non-performing  loans,  105.33% of non-performing
assets, and 2.47% of total loans.

At March 31, 1996,  non-performing  loans,  totalled $6.0  million,  or 1.36% of
total loans, compared with $7.7 million, or 1.68% of total loans at December 31,
1995, and compared with $8.3 million, or 1.64% of total loans at March 31, 1995.
Other real estate owned totalled $608,000 at March 31, 1996,  compared with $1.4
million  at  December  31,  1995  and $3.5  million  at March  31,  1995.  Total
non-performing  assets, were $6.6 million, or 0.99% of total assets at March 31,
1996,  compared with $9.1 million or 1.38% of total assets at December 31, 1995,
and compared with $11.8 million or 1.88% of total assets at March 31, 1995.

Total loans decreased by $13.3 million, or 2.91% from $456.4 million at December
31, 1995 to $443.2  million at March 31,  1996 and  decreased  $62.7  million or
12.40% from $505.9 million at March 31, 1995.

Deposits, including escrow deposits, increased $11.4 million from $543.3 million
at December 31, 1995 to $554.7  million at March 31, 1996 and increased by $30.5
million from March 31, 1995.

ASSET QUALITY

In order to  maintain  asset  quality,  loan review  procedures  are in place to
assess loan  quality in  addition to  providing  the Board and  management  with
analysis to determine that the allowance for loan losses is sufficient given the
risks  inherent  in the loan  portfolio  at a point in time.  During  the  first
quarter of 1996 the  Company  added  $700,000 to the  allowance  for loan losses
compared  with a provision  of $3.5  million in the first  quarter of 1995.  The
increased provision in 1995 was primarily due to the Company's assessment, based
on new  information  received  concerning  collateral  values,  that  there  was
increased potential exposure in the performing residential loan portfolio.

In addition to non-performing assets, management has classified performing loans
totalling  $8.1 million at March 31, 1996 as substandard  for internal  purposes
compared with $12.7 million at March 31, 1995 and compared with $10.5 million at
December 31, 1995.  These loans are still  performing.  Management does not have
serious  doubt  as  to  their  collectibility  and  believes  that  the  amounts
specifically  allocated  to these  loans in the  allowance  for loan  losses are
adequate. Management had no performing loans classified as doubtful for internal
purposes at March 31, 1996 and  December  31,  1995,  compared  with  performing
residential loans classified as doubtful totalling $215,000 at March 31, 1995.

Under  FDIC  guidelines  substandard  loans are  inadequately  protected  by the
current  sound worth and paying  capacity  of the  obligor or of the  collateral
pledged,  if any,  and must have a  well-defined  weakness  or  weaknesses  that
jeopardize the  liquidation of the debt.  Doubtful loans have all the weaknesses
inherent in those classified as substandard with the added  characteristic  that
the weaknesses make collection or liquidation in full, on the basis of currently
known facts, conditions, and values, highly questionable and improbable.

Management  continues to closely  monitor the loan  portfolio and the foreclosed
properties of its subsidiary and takes  appropriate  action when necessary.  The
table  entitled  "Allowance For Loan Losses," on page 8, indicates that at March
31, 1996 the balance in the  allowance  for loan losses  represented  219.71% of
non-performing  loans and 2.98% of total  loans.  Management  believes  that the
allowance for loan losses at March 31, 1996 is adequate, based on the quality of
the loan portfolio at that date.

The net cost of operation of other real estate owned ("OREO") may include: gains
or losses on the sale of OREO,  writedowns of OREO,  and expenses to operate and
maintain OREO. The net cost of operation of OREO equalled a net gain of $154,000
for the first  quarter of 1996 compared with a net cost of $84,000 for the first
quarter of 1995.  The  reduction in costs during 1996 was primarily due to gains
realized on the sales of OREO coupled with reduced levels of OREO.

LIQUIDITY, SOURCES AND USES OF FUNDS, AND CAPITAL RESOURCES

Liquidity  involves  the ability to meet cash flow  requirements  of  depositors
wanting to withdraw  funds or of borrowers  needing  assurance  that  sufficient
funds  will be  available  to meet  their  credit  needs.  Cash on hand,  demand
deposits at other  financial  institutions,  interest-bearing  deposits  with an
original  maturity  of three  months or less,  and  Federal  funds  sold are the
principal  sources of  liquidity.  Cash and cash  equivalents  amounted to $25.0
million at March 31, 1996, as compared to $50.8 million at March 31, 1995.  Cash
and cash  equivalents  represented  3.72% of total  assets at March 31,  1996 as
compared to 8.05% of total assets at March 31, 1995.  The Company  believes that
its liquidity is sufficient to meet currently known demands and commitments.

The primary objective of asset/liability  management is to maximize net interest
income while  ensuring  adequate  liquidity,  monitoring  proper credit risk and
maintaining an appropriate  balance between  interest rate sensitive  assets and
interest rate sensitive  liabilities.  Liquidity management involves the ability
to meet the cash flow requirements of the Company's loan and deposit  customers.
Interest rate sensitivity  management seeks to minimize fluctuating net interest
margins and to enhance  consistent growth of net interest income through periods
of changing interest rates.

The Company has an asset / liability  committee  ("ALCO")  which meets weekly to
discuss loan and deposit pricing and trends, current liquidity and interest rate
risk   positions,   interest  rate  and  economic   trends  and  other  relevant
information.  To aid in the  measurement  of  interest  rate risk,  the  Company
utilizes an asset / liability model which, given many key assumptions,  projects
estimated results within the constraints of those assumptions. The model is also
used to estimate movement within the balance sheet, given certain scenarios, and
to measure the effects of that movement on net interest income.

Principal  sources of funds include cash receipts from deposits,  loan principal
and interest payments, earnings on investments, and proceeds from amortizing and
maturing investments.  The current principal uses of funds include disbursements
to fund  investment  purchases,  loan  originations,  payments  of  interest  on
deposits, and payments to meet the operating expenses of the Company. During the
first three  months of 1996,  deposits  increased  by $11.4  million from $543.3
million at December 31, 1995 to $554.7  million at March 31,  1996.  The Company
may rely on  borrowings  from the Federal Home Loan Bank of Boston  ("FHLBB") if
deposits do not keep pace with the demand for quality loans.  At March 31, 1996,
FHLBB borrowings remained unchanged from December 31, 1995 and March 31, 1995 at
$58.0  million.  The Company  currently  has no plans to  increase  the level of
borrowings.

The Company's primary source of funds is in the form of dividends  received from
its subsidiary bank, Dime. Therefore, the liquidity and the capital resources of
the Company are largely dependent upon the liquidity, profitability, and capital
position of its subsidiary, and the ability of the subsidiary to declare and pay
dividends  under  applicable laws and regulatory  authorities.  The Company must
comply with the capital ratio  requirements set by the Board of Governors of the
Federal Reserve while Dime must comply with the capital ratio  requirements  set
by the FDIC.  At March 31,  1996 the Tier 1 leverage  capital  ratio of Dime was
7.71%.

On January 18,  1996.  the Board of  Directors  declared,  after  consent of the
appropriate  regulatory  authorities,  the resumption of the quarterly  dividend
with an initial  payment of $0.07 per share paid on February 22, 1996.  Dividend
payments had been suspended by the Board in June of 1991.

The following  table  presents the  Company's  risk-based  and leverage  capital
ratios:

<TABLE>
<CAPTION>
                                                     March 31,
                                      Required    1996      1995
      -----------------------------------------------------------

      <S>                                <C>     <C>       <C>
      Tier I risk-based capital          4.0%    16.01%    11.65%
      Total risk-based capital           8.0%    17.30%    12.92%
      Leverage capital                   4.0%     7.72%     6.58%
</TABLE>

COMPARATIVE ANALYSIS

The  following  table  sets  forth  the  dollar  increases  (decreases)  in  the
components of the  Company's  consolidated  statements of operations  during the
periods  indicated  and is followed by  management's  discussion  of the various
changes.

<TABLE>
<CAPTION>
                                              Three months ended
                                                March 31, 1996
                                                  compared to
                                                March 31, 1995
      ----------------------------------------------------------

      <S>                                            <C>
      Interest income                                $1,114
      Interest expense                                1,303
      -----------------------------------------------------
      Net interest income                              (189)
      Provision for loan losses                      (2,800)
      Investment securities gains, net                  (75)
      Other operating income                            (46)
      Other operating expenses                       (1,141)
      -----------------------------------------------------
      Income before income taxes                      3,631
      Income tax expense                                (19)
      -----------------------------------------------------
      Net income                                     $3,650
      =====================================================
</TABLE>

                        Quarter Ended March 31, 1996
                                 Compared to
                        Quarter Ended March 31, 1995

General.  Net income for the quarter  ended March 31, 1996,  was $2.9 million or
$0.57 per share,  compared to a net loss of $791,000, or $0.16 per share for the
same  period in 1995.  The change in net income was  influenced  primarily  by a
decrease in the  provision for loan losses for the first quarter ended March 31,
1996 to $700,000  versus a provision  of $3.5 million for the first three months
of 1995.

Interest  Income.  Interest income for the quarter ended March 31, 1996 totalled
$12.6 million representing an average yield on interest earning assets of 7.79%.
Interest  income for the quarter ended March 31, 1995 totalled $11.5 million and
represented an average yield on interest earning assets of 7.59%.

Interest  Expense.  Interest expense totalled $6.2 million for the quarter ended
March 31, 1996  representing  an average cost of funds of 4.38%.  Total interest
expense for the quarter  ended March 31, 1995 was $4.9 million  representing  an
average cost of funds of 3.65%.

Net Interest  Income.  Net interest income totalled $6.4 million for the quarter
ended March 31, 1996  compared with $6.6 million for the quarter ended March 31,
1995.  The net  interest  rate spread for the  quarter  ended March 31, 1996 was
3.41% down from the prior year  quarter of 3.94%.  The net  interest  margin was
3.95% for the first quarter of 1996 compared with a net interest margin of 4.32%
for the first quarter of 1995.  The  following  table  summarizes  the yields on
interest  earning  assets  and costs of  interest  bearing  liabilities  for the
periods presented:

                      Comparative Interest Spread Table

<TABLE>
<CAPTION>
For the quarters ended:
                                               3/31/96          3/31/95
- -----------------------------------------------------------------------

<S>                                             <C>              <C>
Interest Earning Assets:

Loans                                           8.44%            7.90%
Investment Securities                           6.37%            5.45%
Federal Funds Sold                              5.27%            5.78%

Yield on Interest Earning Assets                7.79%            7.59%

Interest Bearing Liabilities:

Deposits                                        4.05%            3.22%
Borrowings                                      7.11%            7.11%

Cost of Interest Bearing Liabilities            4.38%            3.65%

Net Interest Spread                             3.41%            3.94%

Net Interest Margin                             3.95%            4.32%
</TABLE>

Provision  for Loan Losses.  The provision for loan losses for the quarter ended
March 31, 1996 totalled  $700,000  compared with a provision of $3.5 million for
the first quarter of 1995. The decrease in the loan loss provision for the first
quarter  compared  with  the  prior  year is  primarily  due to new  information
regarding  collateral  valuation in the first quarter of 1995 with regard to the
increased risk associated with one to four family residential mortgage loans.

Investment  Securities Gains (Losses),  Net. The Company  recorded  $159,000 net
investment  security  gains during the first  quarter of 1996.  This compares to
$234,000 net investment security gains during the first quarter March 31, 1995.

Other Operating  Income.  Other operating income totalled $506,000 for the first
quarter  of 1996  compared  with  $552,000  in the first  quarter  of 1995.  The
following table summarizes the categories of other operating income:

<TABLE>
<CAPTION>

OTHER OPERATING INCOME:                              March 31,
   (Dollars in thousands)                         1996       1995
- -----------------------------------------------------------------

<S>                                               <C>        <C>
Deposit account fees                              $392       $392

Customer service fees                               32         34

Fees from savings bank life insurance sales         65         58

Loan and loan servicing fees                        12         18

Other fees                                           5         50
- -----------------------------------------------------------------

Total Other Operating Income                      $506       $552
=================================================================
</TABLE>

Other Operating  Expenses.  Total  operating  expenses were $3.5 million for the
first quarter of 1996 compared with total operating expenses of $4.7 million for
the first  quarter of 1995.  The  reduction in 1996 is primarily  reflective  of
decreases in salaries and benefits,  OREO operations,  and FDIC insurance costs.
Salaries  and  benefits  totalled  $1.8  million  for the first  quarter of 1996
compared  with $2.3  million  for the first  quarter  of 1995.  The cost of OREO
operations for the first quarter of 1996 equalled a net gain of $154,000  versus
a net cost of $84,000 for the first quarter of 1995.  FDIC insurance  costs were
$38,000 for the quarter  ended March 31, 1996  compared  with  $378,000  for the
first quarter of 1995.

Net Income.  The factors  discussed above resulted in net income of $2.9 million
or $0.57 per share for the first  quarter  ended March 31, 1996  compared with a
net loss of  $791,000 or $0.16 per share for the first  quarter  ended March 31,
1995.

                  DIME FINANCIAL CORPORATION AND SUBSIDIARY

PART II   OTHER INFORMATION

Item 6    Exhibits and Reports on Form 8-K

      a. The following exhibits are included in this report:

   Exhibit No.                      Description

      11.        Statement of Computation of Per Share Earnings

                 Incorporated by reference to note 2 to Consolidated Financial
                 Statements for the quarters ended March 31, 1996 and 1995. (See
                 pages 5-8 for notes to Consolidated Financial Statements.)


      20.        Report furnished to the Company's shareholders for the
                 quarter ended March 31, 1996.

      b. A report on Form 8-K dated January 18, 1996, was filed by the
         registrant with the Securities and Exchange commission on January 29,
         1996 containing a disclosure under item 5 of such form.

                  DIME FINANCIAL CORPORATION AND SUBSIDIARY

                                 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.

DIME FINANCIAL CORPORATION


Date:  May 13, 1996                 /s/ Richard H. Dionne
                                    Richard H. Dionne
                                    President & Chief Executive Officer

Date:  May 13, 1996                 /s/ Albert E. Fiacre, Jr.
                                    Albert E. Fiacre, Jr.
                                    Senior Vice President and Chief Financial
                                     Officer

Date:  May 13, 1996                 /s/ Robert P. Simon
                                    Robert P. Simon
                                    Vice President & Comptroller

                                EXHIBIT INDEX

Exhibit No.                     Description                     Page

   11.       Statement of Computation of Per Share Earnings

             Incorporated  by  reference  to  note 2 to  Consolidated  Financial
             Statements  for the  quarters  ended March 31, 1996 and 1995.  (See
             pages 6-9 for Notes to Consolidated Financial Statements.)

   20.       Report furnished to the Company's shareholders for the quarter
             ended March 31, 1996.





                                                                  EXHIBIT 20

Dime Financial                                         P.O. Box 700
  Corporation                                          Wallingford, CT 06492
                                                       (203) 269-8881

             Dime Financial Corporation - First Quarter Results

Dime Financial Corporation ("DFC")  (NASDAQ:  DIBK) announced net income of 
$2.9 million or $0.57 per share for the quarter ended March 31, 1996 compared 
with a loss of $791,000 or $0.16 per share for the quarter ended March 31, 
1995. The change in net income from the year earlier period was primarily the 
result of a reduction in the provision to the allowance for loan losses and a 
decline in operating expenses. In addition, The Board of Directors declared a 
dividend of $0.07 per share payable on May 23, 1996 to shareholders of record 
on May 6, 1996.

The provision to the allowance for loan losses totalled $700,000 during the 
first quarter of 1996 compared with a provision of $3.5 million during the 
first quarter of 1995. The allowance for loan losses at March 31, 1996 
equalled $13.2 million and represented 220% of non-performing loans of $6.0 
million and 2.98% of total loans outstanding. The allowance for loan losses at 
December 31, 1995 totalled $12.8 million and represented 166% of non-
performing loans of $7.7 million and 2.80% of total loans outstanding and 
totalled $12.5 million or 150% of non-performing loans of $8.3 million and 
2.47% of total loans at March 31, 1995.

Operating expenses totalled $3.5 million for the quarter ended March 31, 1996, 
a decrease of $1.1 million or 24% from the quarter ended March 31, 1995. The 
decline in operating expenses was primarily the result of a restructure 
program, implemented during 1995, which has resulted in a reduction of 
approximately 33% of the Company's workforce. Salaries and employee benefits 
for the quarter ended March 31, 1996 totalled $1.8 million compared with  
salaries and employee benefits of $2.3 million for the quarter ended March 31, 
1995 representing a decline of $524,000 or 23%. 

The cost of FDIC insurance also declined and totalled $38,000 for the quarter 
ended March 31, 1996 compared with a cost of $378,000 for the quarter ended 
March 31, 1995, representing a reduction of $340,000 or 90%. The drop in the 
cost of FDIC insurance was caused primarily by a general reduction in the 
assessment rate charged. In addition, the net cost of the operation of other 
real estate owned ("OREO operations") declined. OREO operations equalled a net 
gain of $154,000 for the quarter ended March 31, 1996 as gains realized from 
the sales of OREO more than offset the cost of operations. OREO operations for 
the quarter ended March 31, 1995 totalled a net cost of $85,000.

Non-performing loans totalled $6.0 million at March 31, 1996 representing a 
decrease of $1.7 million or 22% from December 31, 1995 and representing a 
decrease of $2.3 million or 28% from March 31, 1995. Other real estate owned 
("OREO") totalled $600,000 at March 31, 1996 compared with OREO of $1.4 
million at December 31, 1995 and $3.5 million at March 31, 1995. Total non-
performing assets were $6.6 million at March 31, 1996 compared with $9.1 
million at December 31, 1995 and $11.8 million at March 31, 1995.  Non-
performing assets equalled 0.99% of total assets at March 31, 1996 compared 
with 1.38% of total assets at December 31, 1995 and compared with 1.88% of 
total assets at March 31, 1995.

Net interest income totalled $6.4 million for the quarter ended March 31, 1996 
representing a net interest rate spread of 3.41% and a net interest margin of 
3.95%. Net interest income for the year earlier quarter ended March 31, 1995 
totalled $6.6 million and represented a net interest rate spread of 3.94% and 
a net interest margin of 4.32%.

Total assets were $671.4 million at March 31, 1996 compared with total assets 
of $631.7 million at March 31, 1995, representing an increase of $39.7 million 
or 6.3%.  Total deposits were $554.7 million at March 31, 1996 compared with 
$524.2 million at March 31, 1995, representing an increase of $30.5 million or 
6.8%.

Total shareholders' equity was $53.4 million at March 31, 1996 representing an 
equity to assets ratio of 7.95% compared with shareholders' equity of $44.3 
million at March 31, 1995 which represented an equity to assets ratio of 
7.01%. The Tier 1 regulatory capital ratio at March 31, 1996 for The Dime 
Savings Bank of Wallingford, the Company's subsidiary bank, was 7.71% compared 
with a Tier 1 regulatory capital ratio of 6.56% at March 31, 1995.  This ratio 
is in excess of the regulatory minimum.

                    Dime Financial Corporation and Subsidiary   

                       Consolidated Statements of Condition

<TABLE>
<CAPTION>
                                                        March 31,      December 31,      March 31,
(In thousands, except share data)                         1996            1995             1995
- --------------------------------------------------------------------------------------------------

<S>                                                      <C>             <C>             <C>
Assets
Cash and amounts due from banks                          $ 12,148        $ 11,172        $ 13,257
Interest bearing deposits                                     293           2,983           5,644
Federal funds sold                                         12,546          21,334          31,946
Investment securities available for sale (a)                4,018           8,138           4,002
Investment securities held to maturity (b)                 64,861          47,898          54,746
Mortgage-backed securities available for sale (c)         120,843          95,190             ---
Investment in Federal Home Loan Bank of Boston stock        7,192           7,192           7,192
Loans receivable:
   Mortgage Loans:
      Residential real estate - owner occupied            320,387         329,597         389,621
      Residential real estate - non-owner occupied         26,359          27,699              (d)
      Commercial real estate                               42,356          43,658          56,067
      Builders' and Land                                    1,684           1,501           3,680
   Commercial loans                                         4,223           4,529           6,602
   Consumer loans                                          48,166          49,459          49,951
   Allowance for loan losses                              (13,204)        (12,779)        (12,477)
- -------------------------------------------------------------------------------------------------
Loans receivable, net                                     429,971         443,664         493,444
Premises and equipment, net                                 5,946           5,926           7,967
Accrued income receivable                                   5,011           4,451           4,223
Other real estate owned, net                                  608           1,415           3,533
Other assets                                                5,309           6,242           2,728
Excess of cost over fair value of net assets acquired       2,680           2,768           3,030
- -------------------------------------------------------------------------------------------------
      Total assets                                       $671,426        $658,373        $631,712
=================================================================================================

Liabilities and Shareholders' equity
Liabilities:
Deposits                                                 $554,715        $543,344        $524,200
Federal Home Loan Bank of Boston advances                  58,000          58,000          58,000
Other liabilities                                           5,312           5,361           5,220
- -------------------------------------------------------------------------------------------------
      Total liabilities                                   618,027         606,705         587,420
- -------------------------------------------------------------------------------------------------

Shareholders' equity:
Preferred stock; no par value; authorized
 1,000,000 shares; none issued and outstanding                ---             ---             ---
Common stock; $1.00 par value; authorized
 9,000,000 shares; issued 5,375,592 shares,
 5,373,992 and 5,345,390, respectively.                     5,375           5,374           5,345
Additional paid-in capital                                 51,133          51,117          50,846
Retained earnings (deficit)                                   342          (2,166)         (8,998)
Net unrealized gain (loss) on available for sale
 securities                                                  (553)            241              (3)
Treasury stock--351,607 shares at cost                     (2,898)         (2,898)         (2,898)
- -------------------------------------------------------------------------------------------------
      Total shareholders' equity                           53,399          51,668          44,292
- -------------------------------------------------------------------------------------------------

      Total liabilities and shareholders' equity         $671,426        $658,373        $631,712
=================================================================================================
<FN>
<Fa> amortized cost: $4,023 at March 31, 1996; $8,155 at December 31, 1995; 
     and $4,006 at March 31, 1995.
<Fb> market value: $64,187 at March 31, 1996; $48,245 at December 31, 1995; 
     and $54,362 at March 31, 1995.
<Fc> amortized cost: $121,676 at March 31, 1996; and $94,809 at December 31, 
     1995.
<Fd> information for this period is not available, it is included within 
     Residential real estate - owner occupied.
</FN>
</TABLE>

                     Dime Financial Corporation and Subsidiary

                       Consolidated Statements of Operations

<TABLE>
<CAPTION>
                                                       Three months ended March 31,
(In thousands, except share data)                           1996          1995
- -----------------------------------------------------------------------------------

<S>                                                       <C>           <C>
Interest Income:
  Interest and fees on loans                              $ 9,508       $10,183
  Interest-bearing deposits                                    12            51
  Federal funds sold                                          210           384
  Interest and dividends on investments:
    U.S. treasury securities                                   62           241
    U.S. government agency obligations                        992           290
    REMIC/CMO's                                               833           ---
    Non-agency REMIC/CMO's                                     68           ---
    Mortgage backed securities                                751           ---
    Other bonds and notes                                      39           190
    Equity securities                                         ---             3
  Dividends on Federal Home Loan Bank of Boston Stock         113           132
- -------------------------------------------------------------------------------
      Total Interest Income                                12,588        11,474

Interest Expense:
  Interest to depositors                                    5,132         3,835
  Interest on Federal Home Loan Bank of Boston
   advances                                                 1,042         1,036
- -------------------------------------------------------------------------------
      Total Interest Expense                                6,174         4,871
- -------------------------------------------------------------------------------

Net Interest Income                                         6,414         6,603
  Provision for loan losses                                   700         3,500
- -------------------------------------------------------------------------------               
Net Interest Income after provision                         5,714         3,103
  Investment securities gains (losses), net                   159           234
  Other operating income                                      506           552
- -------------------------------------------------------------------------------
  Income before other operating expenses                    6,379         3,889
- -------------------------------------------------------------------------------
Other Operating Expenses:
  Salaries and employee benefits                            1,765         2,289
  Professional and other services                             516           619
  Bank occupancy and equipment expense                        674           754
  FDIC Assessment                                              38           378
  Net cost of operation of other real estate                 (154)           84
  Other operating expenses                                    689           545
- -------------------------------------------------------------------------------
      Total Other Operating Expenses                        3,528         4,669
Income (loss) before income taxes                           2,851          (780)
Income tax expense (benefit)                                   (8)           11
- -------------------------------------------------------------------------------
Net income (loss)                                          $2,859       ($  791)
===============================================================================
                                                      
Weighted average common shares                              5,023         4,994

Earnings (loss) per share                                  $ 0.57       ($ 0.16)
</TABLE>

                        Selected Financial Highlights

<TABLE>
<CAPTION>
                                                           For the three months
                                                              ended March 31,
(Dollars in thousands)                                      1996          1995
- -------------------------------------------------------------------------------

<S>                                                         <C>           <C>
Average yield on interest-earning assets                    7.79%         7.59 %
Average cost of funds                                       4.38%         3.65 %
Net interest rate spread                                    3.41%         3.94 %
Net yield on interest-earning assets                        3.95%         4.32 %
Net income                                                $2,859        ($ 791)
Return on average assets                                    1.73%        (0.50)%
Return on average equity                                   21.80%        (6.94)%
Leverage capital ratio                                      7.72%         6.58 %
Earnings per share                                        $ 0.57        ($0.16)
Book value per share                                      $10.63         $8.87 
</TABLE>

                  Dime Financial Corporation And Subsidiary

                           Selected Financial Data

<TABLE>
<CAPTION>
                                                      March 31,   December 31,  March 31,
(in thousands)                                          1996         1995         1995
- -----------------------------------------------------------------------------------------

<S>                                                    <C>          <C>          <C>
Non-Performing Asset Information:

Non-Performing Loans:
  Residential Real Estate - owner occupied             $2,316       $2,729       $ 4,039
  Residential Real Estate - non-owner occupied          1,376        1,235             *
  Commercial Real Estate                                1,536        2,580         2,677
- ----------------------------------------------------------------------------------------
      Total Mortgage Loans                              5,228        6,544         6,716
  Commercial Loans                                        373          690         1,290
  Consumer Loans                                          409          448           306
- ----------------------------------------------------------------------------------------
      Total Non-Performing Loans                        6,010        7,682         8,312

Other Real Estate Owned                                   868        1,865         4,163
Less:  Reserve for OREO Losses                            260          450           630
- ----------------------------------------------------------------------------------------
      Total OREO, net                                     608        1,415         3,533

Total Non-Performing Assets                            $6,618       $9,097       $11,845

<FN>
<F*> information for this period is not available, it is included
     within Residential real estate - owner occupied
</TABLE>

<TABLE>
<CAPTION>
                                                      March 31,     December 31,    March 31,
(in thousands)                                          1996           1995           1995
- ---------------------------------------------------------------------------------------------

<S>                                                   <C>            <C>            <C>
Average Balance Information
 For the quarters ended:
  Interest earning assets:
    Gross loans                                       $450,462       $472,201       $509,234
    Investment securities                              179,356        136,976         62,843
    Federal funds sold / interest bearing deposits      16,348         20,244         32,928
- --------------------------------------------------------------------------------------------
      Total interest earning assets                    646,166        629,421        605,005

Total Assets                                          $662,414       $644,264       $628,130

Interest bearing liabilities:
  Interest bearing deposits                           $509,063       $494,502       $482,409
  Borrowings                                            58,000         58,000         58,244
- --------------------------------------------------------------------------------------------
      Total interest bearing liabilities               567,063        552,502        540,653

Total Liabilities                                      609,961        594,596        582,498

Shareholders' Equity                                    52,453         49,668         45,632

Total Liabilities & Shareholders' Equity              $662,414       $644,264       $628,130
</TABLE>




<TABLE> <S> <C>

<ARTICLE>           9
<MULTIPLIER>        1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          12,148
<INT-BEARING-DEPOSITS>                             293
<FED-FUNDS-SOLD>                                12,546
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    124,861
<INVESTMENTS-CARRYING>                          64,861
<INVESTMENTS-MARKET>                            64,187
<LOANS>                                        443,175
<ALLOWANCE>                                     13,204
<TOTAL-ASSETS>                                 671,426
<DEPOSITS>                                     554,715
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                              5,312
<LONG-TERM>                                     58,000
                                0
                                          0
<COMMON>                                         5,375
<OTHER-SE>                                      48,024
<TOTAL-LIABILITIES-AND-EQUITY>                 671,426
<INTEREST-LOAN>                                  9,508
<INTEREST-INVEST>                                2,745
<INTEREST-OTHER>                                   335
<INTEREST-TOTAL>                                12,588
<INTEREST-DEPOSIT>                               5,132
<INTEREST-EXPENSE>                               6,174
<INTEREST-INCOME-NET>                            6,414
<LOAN-LOSSES>                                      700
<SECURITIES-GAINS>                                 159
<EXPENSE-OTHER>                                  3,528
<INCOME-PRETAX>                                  2,851
<INCOME-PRE-EXTRAORDINARY>                       2,859
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,859
<EPS-PRIMARY>                                     0.57
<EPS-DILUTED>                                     0.57
<YIELD-ACTUAL>                                    3.95
<LOANS-NON>                                      6,010
<LOANS-PAST>                                        73
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                12,779
<CHARGE-OFFS>                                      875
<RECOVERIES>                                       600
<ALLOWANCE-CLOSE>                               13,204
<ALLOWANCE-DOMESTIC>                            13,204
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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