DIME FINANCIAL CORP /CT/
10-Q, 1997-08-08
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 June 30, 1997 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; 5,152,462 shares were outstanding as of July 
31, 1997. 
 
The total number of pages in this report is 27 
Exhibit Index is on page 23 
 
                  DIME FINANCIAL CORPORATION AND SUBSIDIARY 
 
                                    INDEX 
 
Part I     Financial Information                                       Page No.

  Item 1.  Financial Statements 

           Consolidated Statements of Condition
             June 30, 1997 and 1996 (unaudited)
             and December 31, 1996.                                      3 

           Consolidated Statements of Operations
             Three months ended June 30, 1997 and 1996 (unaudited)
             and six months ended June 30, 1997 and 1996 (unaudited)     3

           Selected Financial Highlights                                 3 
 
           Consolidated Statement of Changes in Shareholders' Equity 
            (unaudited)                                                  4 

           Consolidated Statements of Cash Flows
             Six months ended June 30, 1997 and 1996 (unaudited)         5 

           Notes to Consolidated Financial Statements (unaudited)        6-10 

  Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations                                    11-19
 
Part II    Other Information 
 
  Item 4.  Submission of matters to a vote of Security Holders           20
  Item 6.  Exhibits and Reports on Form 8-K                              21
 
Signatures                                                               22
 
Exhibit Index                                                            23
 
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 June 30, 
  1997 and 1996, filed as Exhibit 19 hereto: 
 

      Consolidated Statements of Condition (unaudited) 

      Consolidated Statements of Operations (unaudited) 

      Selected Financial Highlights  
 
                  Dime Financial Corporation and Subisdiary
          Consolidated Statement of Changes in Shareholders' Equity
                       Six Months Ended June 30, 1997


<TABLE>
                                                                       Net Unrealized
                                                                          Loss 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, 1996         $5,481     $52,209     $ 8,788         ($969)      ($2,898)   $62,611
  Net Income                                                  7,924                                  7,924
  Options Exercised                      18         198                                                216
  Dividends Paid                                               (977)                                  (977)
  Change in net unrealized gain
   on securities available for sale                                          (203)                    (203)
                                     ---------------------------------------------------------------------
Balance at June 30, 1997             $5,499     $52,407     $ 15,735      ($1,172)      ($2,898)   $69,571
                                     =====================================================================
</TABLE>

 
Item 1 (cont'd)   DIME FINANCIAL CORPORATION AND SUBSIDIARY 
                    Consolidated Statements of Cash Flows 
             Six months ended June 31, 1997 and 1996 (unaudited) 


<TABLE>
<CAPTION>

(Dollars in thousands)                                     1997       1996
                                                         --------    -------

<S>                                                      <C>         <C>
Cash flows from operating activities:
  Net income                                             $  7,924    $ 5,899
  Adjustments to reconcile net income to net
   cash provided by operating activities:
    Provision for loan losses                                 100      1,300
    Depreciation and amortization                             414        509
    Amortization/Accretion investments, net                  (575)      (228)
    Amortization of intangible assets                         175        175
    Amortization of net deferred loan fees                    (98)       (34)
    Gain on investment securities                             (17)      (171)
    Gains on sale of other real estate owned                  (24)      (475)
    Increase in accrued income receivable                    (987)      (388)
    (Increase) decrease in other assets                      (752)     1,377
    Increase (decrease) in other liabilities                  896       (274)
                                                         -------------------
      Net cash provided by operating activities             7,056      7,690
                                                         -------------------
  Cash flows from investing activities:
    Available for sale investment securities:
      Proceeds from sale of investment securities           5,006      4,076
      Investment securities purchased                     (10,000)   (14,577)
      Proceeds from principal payments                      2,033        597
    Available for sale mortgage-backed securities:
      Mortgage-backed securities purchased               (126,417)   (80,346)
      Proceeds from principal payments                     11,443      6,020
      Proceeds from sale of mortgage-backed securities      3,336     39,409
    Held to maturity investment securities:
      Investment securities purchased                     (33,999)   (49,281)
      Proceeds from maturity of investment securities      20,500     19,000
    Held to maturity mortgage-backed securities:
      Mortgage-backed securities purchased                 (2,956)         -
      Proceeds from principal payments                         58          -
    Net decrease in loans                                   8,785     32,377
    Proceeds from sale of loans                             1,185        733
    Purchase of premises and equipment                        (80)      (140)
    Proceeds from sale of bank-owned buildings                  -        245
    Proceeds from sale of other real estate owned             898      1,520
                                                         -------------------
      Net cash used by investing activities              (120,208)   (40,367)
                                                         -------------------
  Cash flows from financing activities:
    Net increase in deposits                              129,745     26,051
    Payments of FHLB of Boston advances                   (15,000)         -
    Proceeds from exercise of DFC stock options               190        812
    Payments of cash dividends                               (977)      (705)
                                                         -------------------
      Net cash provided by financing activities           113,958     26,158 
                                                         -------------------
Net increase (decrease) in cash and cash equivalents          806     (6,519) 
Cash and cash equivalents at beginning of period           31,875     35,489 
                                                         -------------------
Cash and cash equivalents at end of period               $ 32,681    $28,970 
                                                         ===================
</TABLE>


Item 1 (cont'd) 

                  DIME FINANCIAL CORPORATION AND SUBSIDIARY 
                 Notes to Consolidated Financial Statements 
                          June 30, 1997 (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 1996 Annual Report and Proxy 
Statement dated March 12, 1997.  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 1997 fiscal year. 
 
2.  EARNINGS PER SHARE 
 
The calculation of earnings per share is based on the weighted average 
number of common shares and common stock equivalents outstanding during the 
periods presented. Actual shares outstanding totalled 5,147,387 at June 30, 
1997 and 5,101,601 at June 30, 1996.  
 
<TABLE>
<CAPTION>

                                           Three Months Ended    Six Months Ended 
(dollars in thousands, except share data)  6/30/97    6/30/96   6/30/97   6/30/96 
                                           --------------------------------------
 
<S>                                        <C>        <C>       <C>        <C>
Net income                                 $4,150     $3,040    $7,924     $5,899
=================================================================================
 
 
Weighted Average Common Shares and 
  Common Stock Equivalents Outstanding      5,342      5,122     5,325      5,100 
 
Primary earnings per share                  $0.78      $0.59     $1.49      $1.16
================================================================================= 
 
 
Weighted Average Common Shares and 
  Common Stock Equivalents Outstanding      5,394      5,152     5,391      5,134 
 
Fully diluted earnings per share            $0.77      $0.59     $1.47      $1.15
================================================================================= 
</TABLE>

 
3. INVESTMENT SECURITIES 
 
The amortized cost, approximate market values, and maturity groupings of 
investment securities are as follows: 
 
<TABLE>
<CAPTION>
                                                    June 30, 1997          June 30, 1996
                                                 -------------------    -------------------
                                                 Amortized    Market    Amortized    Market
(Dollars in Thousands)                             Cost       Value       Cost       Value
- -------------------------------------------------------------------------------------------

<S>                                              <C>         <C>         <C>        <C>
INVESTMENT SECURITIES AVAILABLE FOR SALE:
U.S. Government-sponsered agency obligations:
  After 1 but within 5 years                     $  4,000    $  3,954         --         --
  After 5 but within 10 years                      13,000      12,826         --         --
Asset-backed securities:
  After 10 years                                   12,303      12,304     13,991     14,041
Equity Securities                                      12          12         12         12
- -------------------------------------------------------------------------------------------     
Total Investment Securities Available for Sale   $ 29,315    $ 29,096   $ 14,003   $ 14,053
===========================================================================================

INVESTMENT SECURITIES HELD TO MATURITY:
U.S. treasury securities:
  After 1 but within 5 years                     $  3,464    $  3,503   $  2,428   $  2,425
  After 5 but within 10 years                          --          --      1,011      1,044
U.S Government-sponsored agency obligations:                                
  After 1 but within 5 years                       54,886      54,675     39,821     39,557
  After 5 but within 10 years                      75,451      74,596     38,952     37,793
- -------------------------------------------------------------------------------------------
Total Investment Securities Held to Maturity     $133,801    $132,774   $ 82,212   $ 80,819
===========================================================================================

MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE:
Mortgage-backed securities:
    GNMA                                         $ 61,718    $ 61,960   $ 50,176   $ 49,755
    FNMA                                               --          --      3,051      3,020
    FHLMC                                              33          33        753        747
REMIC / CMO's                                     210,511     208,546     76,168     75,085
- -------------------------------------------------------------------------------------------
Total Mortgage-backed Sec. Available for Sale    $272,262    $270,539   $130,148   $128,607
===========================================================================================

MORTGAGE-BACKED SECURITIES HELD TO MATURITY:
REMIC / CMO's                                    $  2,897    $  2,920         --         --
- -------------------------------------------------------------------------------------------
Total Mortgage-backed Sec. Held to Maturity      $  2,897    $  2,920         --         --
===========================================================================================
</TABLE>


<TABLE>
<CAPTION>
                                                 June 30, 1997   June 30, 1996
                                                 -----------------------------

<S>                                                 <C>             <C>
INVESTMENT SECURITIES AVAILABLE FOR SALE:
Gross unrealized gains                              $   37          $   79
Gross unrealized losses                             $  256          $   29

INVESTMENT SECURITIES HELD TO MATURITY:
Gross unrealized gains                              $   92          $   93
Gross unrealized losses                             $1,119          $1,486

MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE:
Gross unrealized gains                              $  398          $   70
Gross unrealized losses                             $2,121          $1,611

MORTGAGE-BACKED SECURITIES HELD TO MATURITY:
Gross unrealized gains                              $   23              --
</TABLE>

4.  ALLOWANCE FOR LOAN LOSSES 
 
Changes in the allowance for loan losses are as follows:

<TABLE>
<CAPTION>
                                                   Six Months Ended June 30,
                                                   -------------------------
                                                     1997             1996
                                                      (In Thousands) 

<S>                                                <C>              <C>
Balance at January 1,                              $ 12,929         $ 12,779 
Provision for loan losses                               100            1,300 
Charge-offs                                            (819)          (1,396) 
Recoveries                                              120            1,202 
- ----------------------------------------------------------------------------
Balance at June 30,                                $ 12,330         $ 13,885 
============================================================================
 
Average loans                                      $393,833         $441,584 
Net charge-offs as a percentage of average loans       0.18%            0.04% 
Non-performing loans                               $  2,819         $  5,741 
Allowance for loan losses as a percentage of 
 non-performing loans                                437.39%          241.85% 
Allowance for loan losses as a percentage of 
 total loans                                           3.17%            3.28% 
</TABLE>

 
5.  NON-PERFORMING ASSETS

<TABLE>
<CAPTION>
                                                           June 30,
                                                       ----------------
                                                        1997      1996
                                                       ----------------
                                                        (In Thousands) 

<S>                                                    <C>       <C>
Mortgage loans on real estate                          $2,438    $5,187 
Commercial loans                                          226       307 
Consumer loans                                            155       247
    Total non-performing loans                          2,819     5,741 
Other real estate owned, net                              487       612
                                                       ----------------
    Total non-performing assets                        $3,306    $6,353
                                                       ================ 
 
Non-performing loans as a percentage of total loans      0.72%     1.36% 
Non-performing assets as a percentage of total assets    0.38%     0.92% 
</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".  Non-accrual 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 does not accrue income 
on loans that are past due 90 days or more except in the case of education 
loans which are conditionally guaranteed.  Education loans which were 90 
days or more past due at June 30, 1997 and in accrual status totalled 
$164,000.  The Company may choose to place a loan on non-accrual 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 mortgage loans, commercial 
business loans, and non-owner occupied residential investment mortgage loans 
which have been classified as impaired are generally applied to the carrying 
value of such loans. Interest payments received from all other loans which 
are classified as impaired are recognized on a cash basis.   
 
At June 30, 1997 impaired loans totalled $3.4 million with a related 
allowance of $520,000 compared with impaired loans at June 30, 1996 of $4.3 
million with a related allowance of $730,000.  Management believes that the 
valuation allowance for impaired loans at June 30, 1997 is adequate. 
 
7. FHLBB ADVANCES 

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

<TABLE>
<CAPTION>
                                  June 30,
                                1997      1996
                              ------------------
                                (In Thousands)

      <S>                     <C>       <C>
      7.16% due 1997                -    25,000
      6.05% due 1998           15,000    15,000
      6.66% due 1999           10,000         -
      6.29% due 1999           10,000    10,000
      6.51% due 2000            8,000     8,000
      -----------------------------------------
      Total FHLBB advances    $43,000   $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") which was organized in 1871.  
Consolidated assets as of June 30, 1997 were $873.9 million. 
 
The Company provides a full range of banking services to individual and 
corporate customers through its subsidiary which operates eleven retail 
banking offices in six contiguous communities within New Haven County, 
Connecticut.  Products and services offered include a variety of savings, 
time, and checking products, as well as numerous mortgage loans, consumer 
loans, and commercial loans.  Deposits are insured by the Federal Deposit 
Insurance Corporation ("FDIC") up to certain limits under the law. 
 
 
FINANCIAL CONDITION 
 
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 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. 
 
In the second quarter of 1997, the Company reported net income of $4.2 
million or $0.77 per share compared with net income of $3.0 million or $0.59 
per share for the quarter ended June 30, 1996.  Net income for the six month 
period ended June 30, 1997 totalled $7.9 million or $1.47 per share compared 
with net income of $5.9 million or $1.15 per share for the six month period 
ended June 30, 1996.  Results for 1997 were affected primarily by a lower 
provision to the allowance for loan losses, an improvement in net interest 
income and a reduction in operating expenses. 
 
The provision to the allowance for loan losses totalled $50,000 for the 
quarter ended June 30, 1997 compared with a provision of $600,000 during the 
second quarter of 1996.  The provision to the allowance for loan losses for 
the six months ended June 30, 1997 totalled $100,000 compared with $1.3 
million for the year earlier period.  The change in the provision from 1996 
reflects a reduction in non-performing loans and total loans outstanding as 
well as improvement in the coverage ratio of the allowance for loan losses 
to non-performing loans. 
 
Net interest income totalled $7.1 million for the quarter ended June 30, 
1997 representing a net interest rate spread ("spread") of 2.90% and a net 
interest margin ("margin") of 3.42% compared with net interest income of 
$6.9 million for the quarter ended June 30, 1996 representing a spread of 
3.61% and a margin of 4.15%.  Net interest income for the six months ended 
June 30, 1997 totalled $13.8 million representing a spread of 2.91% and a 
margin of 3.45% as compared with net interest income of $13.3 million for 
the six months ended June 30, 1996 representing a spread of 3.51% and a 
margin of 4.05%.  The increase in net interest income was primarily caused 
by a larger volume of interest-earning assets which was partially offset by 
a decrease in the spread and margin.  The decrease in the spread and margin 
was due primarily to the combination of  higher costing deposits, a lower 
loan yield, and a greater volume of short-term investments, on average, as a 
percentage of assets. 
 
Operating expenses, excluding the net cost of operations of other real 
estate owned ("OREO operations") equalled $3.3 million for the quarter ended 
June 30, 1997 compared with $3.9 million for the second quarter of 1996.  
Total operating expenses excluding OREO operations for the six month period 
ended June 30, 1997 were $6.7 million compared with $7.6 million for the six 
month period ended June 30, 1996. The decrease in operating expenses during 
1997 was caused primarily by a decrease in occupancy and equipment expenses 
resulting from the outsourcing of data processing operations during the 
second quarter of 1996. 
 
OREO operations 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 cost of $48,000 for the second quarter of 
1997 compared with a net gain of $136,000 for the second quarter of 1996.  
For the first six months of 1997 the OREO operations equalled a net cost of 
$99,000 compared with a net gain of $290,000 for the same period in 1996.  
The increase in costs during 1997 was primarily due to a reduction in gains 
realized on the sales of OREO compared with the first six months of 1996. 
 
At June 30, 1997, the Company's allowance for loan losses was $12.3 million 
or 437.39% of non-performing loans, 372.99% of non-performing assets, and 
3.17% of total loans.  At December 31, 1996, the allowance for loan losses 
was $12.9 million, or 503.07% of non-performing loans, 342.02% of non-
performing assets, and 3.23% of total loans.  At June 30, 1996, the 
allowance for loan losses was $13.9 million, or 241.85% of non-performing 
loans, 218.54% of non-performing assets, and 3.28% of total loans. 
 
At June 30, 1997, non-performing loans totalled $2.8 million, or 0.72% of 
total loans, compared with $2.6 million, or 0.64% of total loans at December 
31, 1996, and compared with $5.7 million, or 1.36% of total loans at June 
30, 1996.  Other real estate owned totalled $487,000 at June 30, 1997, 
compared with $1.2 million at December 31, 1996 and $612,000 at June 30, 
1996.  Total non-performing assets, were $3.3 million, or 0.38% of total 
assets at June 30, 1997, compared with $3.8 million or 0.50% of total assets 
at December 31, 1996, and compared with $6.4 million or 0.92% of total 
assets at June 30, 1996. 
 
Total assets grew to $873.9 million at June 30, 1997 representing an 
increase of $122.6 million or 16% from December 31, 1996 and increased 
$184.9 million or 27% from June 30, 1996. The growth in assets was due to an 
increase in the investment securities portfolio and was funded by deposit 
growth. Investment securities, excluding the investment in FHLBB stock, 
totalled $436.3 million at June 30, 1997 representing an increase of $131.1 
million or 43% from December 31, 1996 and representing an increase of $211.5 
million or 94% from June 30, 1996. Deposits totalled $755.8 million at June 
30, 1997 representing an increase of $129.7 million or 21% from December 31, 
1996 and representing an increase of $186.4 million or 33% from June 30, 
1996. The growth in deposits was the result of enhanced retail marketing 
efforts. In addition, $23 million of brokered deposits were added as 
compared with the prior year. 
 
Gross loans totalled $389.5 million at June 30, 1997 representing a decrease 
of $10.7 million or nearly 3% from December 31, 1996 and down $33.5 million 
or 8% from June 30, 1996. The  reduction in total loans outstanding was 
caused primarily by a decrease in the demand for quality loans. 
 
 
ASSET QUALITY 
 
The composition of the Company's balance sheet has changed over the past 
year. Fierce competition and highly competitive pricing tempered loan 
production as management believed that the pricing necessary to sustain the 
loan portfolio was inconsistent with the risk presented.  As a result, the 
Company directed its focus to the investment securities portfolio.  The 
Company's investment securities portfolio equalled $436.3 million 
representing 50% of total assets at June 30, 1997 compared with $224.9 
million or approximately 33% of total assets at June 30, 1996.  While the 
portfolio increased over the past year, the quality of the investments 
continue to be of the highest caliber consisting entirely of U.S. Treasury 
securities, U.S. Government Agency securities, U.S. Government-Sponsored 
Agency securities and AAA rated non-Agency securities. Included within the 
total portfolio are $211.4 million of collateralized mortgage obligations 
("CMO"). 
 
Ongoing loan review procedures 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 second quarter of 1997 the Company added 
$50,000 to the allowance for loan losses compared with a provision of 
$600,000 in the second quarter of 1996.  The Company added $100,000 for the 
first six months of 1997 compared with a provision of $1.3 million for the 
same period in 1996.  The decreased provision in 1997 reflects a reduction 
in non-performing loans and total loans outstanding as well as improvement 
in the coverage ratio of the allowance for loan losses to non-performing 
loans. 
 
In addition to non-performing loans, management has classified performing 
loans totalling $1.6 million as substandard for internal purposes, at June 
30, 1997 compared with $1.2 million at June 30, 1996 and compared with $3.3 
million at December 31, 1996.  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.  These loans are 
still performing and management does not have serious doubt as to their 
collectibility. 
 
 
ASSET / LIABILITY MANAGEMENT 
 
The primary objective of asset / liability management is to maximize net 
interest income while ensuring adequate liquidity, and maintaining an 
appropriate balance between interest rate sensitive assets and interest rate 
sensitive liabilities.  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 rates 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. 
 
During the second quarter of 1997, Dime entered into interest rate contracts 
in order to hedge against future changes in net interest income caused by 
fluctuations in the level of prevailing interest rates. Dime purchased an 
interest rate floor contract with a notional value of $10.0 million for a 
three year period. This hedge was purchased in order to mitigate the impact 
of falling interest rates which could cause increases in prepayment within 
the loan, mortgage-backed security, and CMO portfolios. The contract calls 
for payments to be made to Dime when the three month London Interbank 
Offering Rate ("LIBOR" or "the index") falls below a specified level at 
certain measurement dates. The premium for this contract is amortized over 
the life of the contract and is recorded as a reduction of interest income. 
 
Dime also entered into interest rate cap corridor contracts with a notional 
amount totalling $20.0 million for a three year period.  This hedge was 
purchased in order to mitigate the impact of rising interest rates which 
could cause an increase in the cost of funds. This contract calls for 
payments to be made to the Bank when the same index rises above a specified 
level at certain measurement dates. The premium for these contracts is 
amortized over the life of the contract and is recorded as an increase in 
interest expense.  The costs of these contracts are fixed to Dime. No 
interest rate contracts were outstanding prior to the second quarter of 
1997. 
 
 
LIQUIDITY MANAGEMENT 
 
Liquidity management involves the ability to meet the cash flow requirements 
of the Company's loan and deposit customers. Cash on hand, 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 $32.7 million at June 30, 
1997, compared with $29.0 million at June 30, 1996.  Cash and cash 
equivalents represented 3.74% of total assets at June 30, 1997 compared with 
4.20% of total assets at June 30, 1996.  The Company believes that liquidity 
is sufficient to meet currently known demands and commitments. 
 
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 operating expenses.  
 
During the first six months of 1997, deposits increased by $129.7 million 
from $626.1 million at December 31, 1996 to $755.8 million at June 30, 1997.  
In addition to the increase in the retail deposit base, Dime sold retail 
brokered certificates of deposit ("brokered deposits").  During 1996, when 
these were first introduced, the Bank sold $3 million of brokered deposits. 
During the first six months of 1997, Dime sold an additional $20 million of 
brokered deposits, to total $23 million at June 30, 1997. 
 
Dime is a member of the Federal Home Loan Bank of Boston ("FHLBB") and as a 
member may borrow from the FHLBB to secure additional funds. At June 30, 
1997, FHLBB borrowings equalled $43.0 million, down from $58.0 million at 
year-end 1996 and June 30, 1996.  Funds may be derived from the FHLBB, 
retail brokered certificates, or from other alternative funding sources.  In 
April of 1997 a $25.0 million borrowing matured with the FHLBB. The Company 
replaced this borrowing with a combination of retail brokered certificates 
and borrowings from the FHLBB with terms of two to four years. 
 
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 
regulations.  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 June 30, 1997 the 
Tier 1 leverage capital ratio of Dime was 8.12%.  The following table 
presents the Company's risk-based and leverage capital ratios:

<TABLE>
<CAPTION>
                                                 June 30,
                                   Required   1997      1996
                                              ---------------
      <S>                            <C>      <C>       <C>
      Tier I risk-based capital      4.0%     19.30%    16.94%
      Total risk-based capital       8.0%     20.58%    18.22%
      Leverage capital               4.0%      8.13%     8.05% 
</TABLE>

 
On July 16, 1997 the Board of Directors declared a regular quarterly 
dividend payment of $0.10 per share payable on August 15, 1997 to 
shareholders of record on July 31, 1997. 
 
 
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   Six months ended
                                     June 30, 1997      June 30, 1997
                                      compared to        compared to
                                     June 30, 1996      June 30, 1996
                                  -------------------------------------

<S>                                     <C>                 <C>
Interest income                         $2,376              $3,987
Interest expense                         2,180               3,519
                                        --------------------------
Net interest income                        196                 468
Provision for loan losses                 (550)             (1,200)
Investment securities gains, net            (6)               (154)
Other operating income                       3                  12
Other operating expenses                  (369)               (509)
                                        --------------------------
Income before income taxes               1,112               2,035
Income tax expense                           2                  10
                                        --------------------------
Net income                              $1,110              $2,025
                                        ==========================
</TABLE>

 
                 Quarter  and Six months Ended June 30, 1997 
                                Compared with 
                 Quarter and Six months Ended June 30, 1996 
 
 
General.  Net income for the quarter ended June 30, 1997, was $4.2 million 
or $0.77 per share, compared with net income of $3.0 million or $0.59 per 
share for the same period in 1996.  Net income for the six months ended June 
30, 1997 totalled $7.9 million or $1.47 per share compared with $5.9 million 
or $1.15 per share for the first six months of 1996.  The change in net 
income was influenced primarily by a decrease in the provision for loan 
losses, an improvement in net interest income and a decrease in operating 
expenses. 
 
Interest Income.  Interest income for the quarter ended June 30, 1997 
totalled $15.5 million representing an average yield on interest earning 
assets of 7.50% and totalled $29.7 million for the six months ended June 30, 
1997 representing an average yield on interest earning assets of 7.49%.  
Interest income for the quarter ended June 30, 1996 totalled $13.1 million 
and represented an average yield on interest earning assets of 7.89% and 
totalled $25.7 million for the six months ended June 30, 1996 and 
represented an average yield of 7.84%.  The increase in interest income was 
caused primarily by an increase in the volume of interest-earning assets.  
The decrease in yield was caused primarily by a decrease in the volume of 
higher yielding loans and an increase in the volume of lower yielding 
investment securities.  Interest income for the quarter and six months ended 
June 30, 1996 was favorably affected by the recovery of $637,000 of interest 
income from the payoff of a large commercial mortgage that had been 
restructured.  These interest payments had previously been recorded as 
reductions of principal. 
 
Interest Expense.  Interest expense totalled $8.4 million for the quarter 
ended June 30, 1997 representing an average cost of funds of 4.60% and 
totalled $15.9 million for the six months ended June 30, 1997 representing 
an average cost of funds of 4.58%.  Total interest expense for the quarter 
ended June, 1996 was $6.2 million which represented an average cost of funds 
of 4.28% and totalled $12.4 million for the first six months of 1996 which 
represented an average cost of funds of 4.33%. The increase in interest 
expense was caused primarily by an increase in the volume of interest-
bearing deposits. The increase in the cost of funds was caused by an 
increase in the volume of higher-costing certificates of deposit versus 
lower-costing savings deposits. 
 
Net Interest Income.  Net interest income totalled $7.1 million for the 
quarter ended June 30, 1997 compared with $6.9 million for the quarter ended 
June 30, 1996.  Net interest income totalled $13.8 million for the first 
half of 1997 compared with $13.3 million for the first six months of 1996.  
The net interest rate spread for the quarter ended June 30, 1997 was 2.90% 
compared with 3.61% for the quarter ended June 30, 1996.  The net interest 
rate spread for the six months ended June 30, 1997 was 2.91% down from the 
prior year spread of 3.51%.  The net interest margin was 3.42% for the 
second quarter of 1997 compared with a net interest margin of 4.15% for the 
second quarter of 1996.  The net interest margin was 3.45% for the first 
half of 1997 compared with a net interest margin of 4.05% for the six months 
ended June 30, 1996.  The following table summarizes the yields for the 
major components of net interest income for the periods presented: 
 
                      Comparative Interest Spread Table
                    For the quarters and six months ended

<TABLE>
<CAPTION>
                                       Quarter   Quarter     YTD       YTD
                                       6/30/97   6/30/96   6/30/97   6/30/96
                                       -------------------------------------

<S>                                     <C>       <C>       <C>       <C>
Interest Earning Assets:
Loans                                   8.22%     8.65%     8.17%     8.54%
Investment Securities                   6.93%     6.58%     6.90%     6.49%
Federal Funds Sold                      5.46%     5.23%     5.32%     5.24%
Yield on Interest Earning Assets        7.50%     7.89%     7.49%     7.84%

Interest Bearing Liabilities:
Deposits                                4.47%     3.99%     4.41%     4.03%
Borrowings                              6.35%     6.75%     6.50%     6.93%
						  
Cost of Interest Bearing Liabilities    4.60%     4.28%     4.58%     4.33%

Net Interest Rate Spread                2.90%     3.61%     2.91%     3.51%

Net Interest Margin                     3.42%     4.15%     3.45%     4.05%
</TABLE>

Provision for Loan Losses.  The provision to the allowance for loan losses 
for the quarter ended June 30, 1997 totalled $50,000 compared with a 
provision of $600,000 for the second quarter of 1996.  The provision for the 
first six months of 1997 totalled $100,000 compared with a provision of $1.3 
million for the first half of 1996. 
 
Investment Securities Gains (Losses), Net.  The Company recorded $17,000 of 
net realized investment security gains during the first half of 1997 
compared with net realized security gains of $171,000 booked during the year 
earlier period. 
 
Other Operating Income.  Other operating income totalled $488,000 for the 
second quarter of 1997 compared with $485,000 in the second quarter of 1996 
and totalled $1.0 million for the first half of 1997 compared with $991,000 
for the first half of 1996.  The following table comparatively summarizes 
the categories of other operating income: 
 
<TABLE>
<CAPTION>

OTHER OPERATING INCOME:

                                Quarter   Quarter     YTD       YTD
(Dollars in thousands)          6/30/97   6/30/96   6/30/97   6/30/96
                                -------------------------------------

<S>                               <C>       <C>       <C>       <C>
Deposit account fees              $403      $396      $800      $789

Customer service fees               34        34        68        66

Fees from savings bank life
insurance sales                     28        31       101        95

Loan and loan servicing fees        13        12        22        24

Other fees                          10        12        12        17
                                  ----------------------------------
Total Other Operating Income      $488      $485    $1,003      $991
                                  ==================================
</TABLE>

Other Operating Expenses.  Total operating expenses, including OREO 
operations, equalled $3.4 million for the second quarter of 1997 compared 
with total operating expenses of $3.8 million for the second quarter of 
1996.  Total operating expenses for the six month period ended June 30, 1997 
were $6.8 million compared with $7.3 million for the six month period ended 
June 30, 1996.  The following table comparatively illustrates the categories 
of operating expenses: 
 
<TABLE>
<CAPTION>

OPERATING EXPENSES

(Dollars in thousands)
                                     Quarter    Quarter     YTD       YTD
                                     6/30/97    6/30/96   6/30/97   6/30/96
                                     --------------------------------------

<S>                                  <C>        <C>        <C>      <C>
Salaries and Employee Benefits       $1,696     $1,643     $3,345   $3,408
Professional Services                   556        578      1,139    1,094
Occupancy and Equipment                 506        939        971    1,613
FDIC Assessment                          20         40         38       78
Net Cost (Gain) of OREO operations       48       (136)        99     (290)
Restructure Expense, net                 --        182         --      340
Other Operating Expenses                569        518      1,191    1,049
                                     -------------------------------------
Total Operating Expenses             $3,395     $3,764     $6,783   $7,292
                                     =====================================
</TABLE>

 
DIME FINANCIAL CORPORATION AND SUBSIDIARY 
 
PART II    OTHER INFORMATION 
 
Item 4     Submission of Matters to a Vote of Security Holders 

           a.  The annual meeting of shareholders was held on Wednesday, 
               April 23, 1997 (the "annual meeting"). 

           b.  Two matters were submitted to a vote at the annual meeting. 

               1.  The election of four directors for a three year term 
                   who, with the six directors whose terms of office did not 
                   expire at the annual meeting, constitute the full Board 
                   of Directors. 

<TABLE>
<CAPTION>
                                           Total Votes       Total Votes
                                        For Each Director      Withheld
                                        --------------------------------

               <S>                          <C>                 <C>
               Richard H. Dionne            4,390,436           74,700
               Robert Nicoletti, Ph.D.      4,377,884           87,252
               Richard D. Stapleton         4,390,811           74,325
               Fred A. Valenti              4,385,385           78,751 
</TABLE>
 

               2.  The ratification of the appointment of KPMG Peat Marwick, 
                   LLP as independent auditors for the fiscal year ending 
                   December 31, 1997. 

<TABLE>
<CAPTION>
                                 For       Against    Abstain
                              ---------    -------    -------

               <S>            <C>           <C>        <C>
               Total Votes    4,447,184     9,967      7,985 
</TABLE>
 
Item 6     Exhibits and Reports on Form 8-K 

           a.  The following exhibits are included in this report:

           Exhibit No.                Description 
           -----------                -----------
 
               19          Report furnished to the Company's shareholders for
                           the quarter ended June 30, 1997. 

               27          Financial Data Schedule 
 

           b.  No report on form 8-K has been filed by the registrant with 
               the Securities and Exchange Commission during the quarter 
               ended June 30, 1997.

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:  August 4, 1997             /s/ Richard H. Dionne
                                  Richard H. Dionne
                                  President & Chief Executive Officer 
 
 
 
Date:  August 1, 1997             /s/ Albert E. Fiacre, Jr.
                                  Albert E. Fiacre, Jr.
                                  Executive Vice President
                                   and Chief Financial Officer 
 
 
 
Date:  August 4, 1997             /s/ Robert P. Simon
                                  Robert P. Simon
                                  Vice President & Comptroller 
 
 
                                EXHIBIT INDEX 
 
 
Exhibit No.                      Description
- -----------                      -----------

    19          Report furnished to the Company's shareholders for the 
                quarter ended June 30, 1997. 
 
 
    27          Financial Data Schedule

 





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


              Dime Financial Corporation - Second Quarter Results

      Dime Financial Corporation ("DFC") (NASDAQ: DIBK) announced net income of
$4.2 million or $0.77 per share on a fully diluted basis for the quarter ended
June 30, 1997 compared with net income of $3.0 million or $0.59 per share on a
fully diluted basis for the quarter ended June 30, 1996 representing a per
share increase of nearly 31%. Net income for the six months ended June 30, 1997
totalled $7.9 million or $1.47 per share on a fully diluted basis compared with
$5.9 million or $1.15 per share on a fully diluted basis for the six months
ended June 30, 1996. The change in net income from the prior year was primarily
the result of a reduced provision to the allowance for loan losses, improvement
in net interest income and reduced operating expenses. In addition, the Board
of Directors declared a quarterly dividend of $0.10 per share payable on August
15, 1997 to shareholders of record on July 31, 1997. The provision to the
allowance for loan losses totalled $50,000 for the quarter ended June 30, 1997
compared with a provision of $600,000 for the quarter ended June 30, 1996. The
provision to the allowance for loan losses during the first six months of 1997
totalled $100,000 compared with $1.3 million for the six months ended June 30,
1996. The change in the provision from 1996 reflects a reduction in
non-performing loans and total loans outstanding as well as continued strength
in the coverage ratios of the allowance for loan losses to total loans and to
non-performing loans.

      Net interest income, the key component of the Company's earnings,
totalled $7.1 million for the quarter ended June 30, 1997 representing a net
interest spread of 2.90% and a net interest margin of 3.42% compared with net
interest income of $6.9 million for the quarter ended June 30, 1996
representing a net interest spread of 3.61% and a net interest margin of 4.15%.
Net interest income for the six months ended June 30, 1997 totalled $13.8
million representing a net interest spread of 2.91% and a net interest margin
of 3.45% compared with net interest income of $13.3 million for the six months
ended June 30, 1996 representing a net interest spread of 3.51% and a net
interest margin of 4.05%. The increase in net interest income was primarily the
result of a larger volume of interest-earning assets which was partially offset
by a decrease in the net interest rate spread and net interest margin. The
decrease in the net interest rate spread and net interest margin was due
primarily to the combination of a higher cost of deposits and a lower loan
yield.

      Total operating expenses, excluding the net cost of operations of other
real estate owned ("OREO operations"), equalled $3.3 million for the quarter
ended June 30, 1997 compared with operating expenses of $3.9 million for the
quarter ended June 30, 1996. Operating expenses, excluding OREO operations,
totalled $6.7 million for the six months ended June 30, 1997 compared with $7.6
million for the six months ended June 30, 1996. The ratio of operating expenses
to average assets improved to 1.59% for the quarter ended June 30, 1997 (versus
2.19% for the prior year quarter) and 1.64% of assets for the six months ended
June 30, 1997 (versus 2.16% for the prior year period). OREO operations
equalled a net expense of $48,000 for the second quarter of 1997 compared with
a net gain of $136,000 for the second quarter of 1996 and equalled a net
expense of $99,000 for the six months ended June 30, 1997 compared with a net
gain of $290,000 for the first half of 1996.

      Total assets were $873.9 million at June 30, 1997 compared with total
assets of $689.0 million at June 30, 1996, representing an increase of $184.9
million or nearly 27%. In addition to the increase in total assets, the
composition of the Company's balance sheet continued to change with an increase
in the investment securities portfolio and a decrease in total loans
outstanding. At June 30, 1997, investment securities totalled $436.3 million
compared with $224.9 million at June 30, 1996, representing an increase of
$211.4 million or 94%. The investment securities portfolio at June 30, 1997
consisted entirely of instruments issued by the U.S. Treasury, U.S. government
agencies, U.S. government-sponsored agencies, or AAA rated non-agencies. Total
loans, net of the allowance for loan losses, equalled $377.2 million at June
30, 1997 compared with $409.1 million at June 30, 1996, a decrease of nearly
8%. The second quarter of 1997 was marked by continued growth in the Company's
deposit base. Total deposits rose to $755.8 million at June 30, 1997 an
increase of $68.7 million or nearly 10% from March 31, 1997 and an increase of
$186.4 million or 33% from June 30, 1996. The increase in deposits from 1996
was caused primarily by an increased advertising effort and competitive pricing
for selected deposit products.

      Non-performing loans equalled $2.8 million at June 30, 1997 representing
a decrease of $2.9 million or 51% from June 30, 1996. Other real estate owned
("OREO") totalled $487,000 at June 30, 1997 compared with OREO of $612,000 at
June 30, 1996. Total non-performing assets were $3.3 million at June 30, 1997
compared with $6.4 million at June 30, 1996. Non-performing assets equalled
0.38% of total assets at June 30, 1997 compared with 0.92% of total assets at
June 30, 1996.The allowance for loan losses at June 30, 1997 totalled $12.3
million and equalled 3.17% of total loans outstanding compared with an
allowance for loan losses of $13.9 million at June 30, 1996 representing 3.28%
of total loans outstanding. The allowance for loan losses equalled 437% of
non-performing loans at June 30, 1997 compared with 242% at June 30, 1996.

      Total shareholders' equity was $69.6 million at June 30, 1997 compared
with shareholders' equity of $56.5 million at June 30, 1996. The Tier 1
regulatory capital ratio at June 30, 1997 for The Dime Savings Bank of
Wallingford ("Dime"), the Company's sole subsidiary, was 8.12% compared with a
Tier 1 regulatory capital ratio of 8.02% at June 30, 1996. The risk-based
capital ratio of Dime at June 30, 1997 equalled 20.56% compared with a
risk-based capital ratio of 18.08% at June 30, 1996. These ratios are in excess
of the regulatory minimums. Book value per share equalled $13.52 at June 30,
1997 compared with $11.08 at June 30, 1996.


                   Dime Financial Corporation and Subsidiary


<TABLE>
<CAPTION>

Consolidated Statements of Condition
- ---------------------------------------------------------------------------------------------------------------
                                                                         June 30,     December 31,    June 30,
(In thousands, except share data)                                          1997           1996          1996
- ---------------------------------------------------------------------------------------------------------------

<S>                                                                      <C>           <C>            <C>
Assets
Cash and amounts due from banks                                          $   8,161     $  10,430      $  10,084
Interest bearing deposits                                                       44           149            209
Federal funds sold                                                          24,476        21,296         18,677
Investment securities available for sale (a)                                29,096        26,233         14,053
Investment securities held to maturity (b)                                 133,801       120,257         82,212
Mortgage-backed securities available for sale (c)                          270,539       158,728        128,607
Mortgage-backed securities held to maturity (d)                              2,897            --             --
Investment in Federal Home Loan Bank of Boston stock                         7,192         7,192          7,192
Loans receivable:
  Mortgage Loans:
    Residential real estate - owner occupied                               277,018       287,654        309,677
    Residential real estate - non-owner occupied                            29,939        31,365         24,914
    Commercial real estate                                                  31,814        33,448         36,968
    Builders' and Land                                                         357           447          1,084
  Commercial loans                                                           7,712         3,075          3,954
  Consumer loans                                                            42,660        44,233         46,396
  Allowance for loan losses                                                (12,330)      (12,929)       (13,885)
                                                                         --------------------------------------
Loans receivable, net                                                      377,170       387,293        409,108
Premises and equipment, net                                                  4,761         5,095          5,312
Accrued income receivable                                                    6,201         5,214          4,839
Other real estate owned, net                                                   487         1,210            612
Other assets                                                                 6,810         5,788          5,495
Excess of cost over fair value of net assets acquired                        2,243         2,418          2,593
                                                                         --------------------------------------
      Total assets                                                       $ 873,878     $ 751,303      $ 688,993
                                                                         ======================================

Liabilities and Shareholders' equity
Liabilities:
Deposits                                                                 $ 755,843     $ 626,098      $ 569,395
Federal Home Loan Bank of Boston advances                                   43,000        58,000         58,000
Other liabilities                                                            5,464         4,594          5,068
                                                                         --------------------------------------
      Total liabilities                                                    804,307       688,692        632,463
                                                                         --------------------------------------

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
 5,498,994 shares, 5,480,896 and 5,453,208, respectively; outstanding
 5,147,387 shares, 5,129,289 and 5,101,601, respectively                     5,499         5,481          5,453
Additional paid-in capital                                                  52,407        52,209         51,925
Retained earnings                                                           15,735         8,788          3,034
Net unrealized loss on available for sale securities                        (1,172)         (969)          (984)
Treasury stock --351,607 shares at cost                                     (2,898)       (2,898)        (2,898)
                                                                         --------------------------------------
      Total shareholders' equity                                            69,571        62,611         56,530
                                                                         --------------------------------------

      Total liabilities and shareholders' equity                         $ 873,878     $ 751,303      $ 688,993
                                                                         ======================================

<FN>
- --------------------
<F1> (a)  amortized cost: $29,315 at June 30, 1997; $26,304 at December 31, 1996;
          and $14,003 at June 30, 1996.
<F2> (b)  market value: $132,774 at June 30, 1997; $119,238 at December 31, 1996;
          and $80,819 at June 30, 1996.
<F3> (c)  amortized cost: $272,262 at June 30, 1997; $160,124 at December 31, 1996;
          and $130,148 at June 30, 1996.
<F4> (d)  market value: $2,920 at June 30, 1997
</FN>
</TABLE>


                   Dime Financial Corporation and Subsidiary


<TABLE>
<CAPTION>

Consolidated Statements of Operations
- ----------------------------------------------------------------------------------------------------------
                                                              Three months ended        Six Months Ended
                                                                   June 30,                 June 30,
(In thousands, except share data)                              1997        1996         1997        1996
- ----------------------------------------------------------------------------------------------------------


<S>                                                          <C>         <C>          <C>         <C>
Interest Income:
  Interest and fees on loans                                 $  8,039    $  9,357     $ 16,094    $ 18,865
  Interest-bearing deposits                                         1           9            2          21
  Federal funds sold                                              287         270          596         480
  Interest and dividends on investments:
    U.S. treasury securities                                       57          67          114         129
    U.S. government agency obligations                          2,564       1,178        4,889       2,170
    REMIC/CMO's                                                 1,896         787        3,217       1,620
    Non-agency REMIC/CMO's                                      1,280         421        2,414         489
    Mortgage-backed securities                                    996         760        1,631       1,511
    Asset-backed securities                                       230         126          478         126
    Other bonds and notes                                          --          --           --          39
  Dividends on Federal Home Loan Bank of Boston Stock             116         115          230         228
                                                             ---------------------------------------------
      Total Interest Income                                    15,466      13,090       29,665      25,678
                                                             ---------------------------------------------

Interest Expense
  Interest to depositors                                        7,578       5,195       14,129      10,327
  Interest on Federal Home Loan Bank of Boston advances           787         990        1,749       2,032
                                                             ---------------------------------------------
      Total Interest Expense                                    8,365       6,185       15,878      12,359
                                                             ---------------------------------------------

Net Interest Income                                             7,101       6,905       13,787      13,319
  Provision for loan losses                                        50         600          100       1,300
                                                             ---------------------------------------------
Net interest income after provision                             7,051       6,305       13,687      12,019
  Investment securities gains, net                                  6          12           17         171
  Other operating income                                          488         485        1,003         991
                                                             ---------------------------------------------
  Income before other operating expenses                        7,545       6,802       14,707      13,181
                                                             ---------------------------------------------

Other Operating Expenses:
  Salaries and employee benefits                                1,696       1,643        3,345       3,408
  Professional and other services                                 556         578        1,139       1,094
  Bank occupancy and equipment expense                            506         939          971       1,613
  FDIC Assessment                                                  20          40           38          78
  Net (benefit) cost of operation of other real estate             48        (136)          99        (290)
  Restructure expense, net                                         --         182           --         340
  Other operating expenses                                        569         518        1,191       1,049
                                                             ---------------------------------------------
      Total Other Operating Expenses                            3,395       3,764        6,783       7,292
                                                             ---------------------------------------------
Income before income taxes                                      4,150       3,038        7,924       5,889
  Income tax expense (benefit)                                     --          (2)          --         (10)
                                                             ---------------------------------------------
Net income                                                   $  4,150    $  3,040     $  7,924    $  5,899
                                                             =============================================

Primary Earnings per Share                                   $   0.78    $   0.59     $   1.49    $   1.16
Weighted Average Common Shares and Common Stock 
 Equivalents outstanding                                        5,342       5,122        5,325       5,100

Fully Diluted Earnings per Share                             $   0.77    $   0.59     $   1.47    $   1.15
Weighted Average Common Shares and Common Stock 
 Equivalents outstanding                                        5,394       5,152        5,391       5,134
</TABLE>


<TABLE>
<CAPTION>

Selected Financial Highlights
- ---------------------------------------------------------------------------------------
                                              Three months ended      Six months ended
                                                   June 30,               June 30,
(Dollars in thousands)                         1997       1996        1997       1996
- ---------------------------------------------------------------------------------------

<S>                                           <C>        <C>         <C>        <C>
Average yield on interest-earning assets         7.50%      7.89%       7.49%      7.84%
Average cost of funds                            4.60%      4.28%       4.58%      4.33%
Net interest rate spread                         2.90%      3.61%       2.91%      3.51%
Net interest margin                              3.42%      4.15%       3.45%      4.05%
Net income                                    $ 4,150    $ 3,040     $ 7,924    $ 5,899
Return on average assets                         1.97%      1.79%       1.96%      1.76%
Return on average equity                        25.26%     22.47%      24.56%     22.14%
Leverage capital ratio                           8.13%      8.05%       8.13%      8.05%
Fully diluted earnings per share              $  0.77    $  0.59     $  1.47    $  1.15
Book value per share                          $ 13.52    $ 11.08     $ 13.52    $ 11.08
</TABLE>


                   Dime Financial Corporation And Subsidiary


<TABLE>
<CAPTION>

Selected Financial Data
- -----------------------------------------------------------------------------------------
                                                     June 30,    December 31,    June 30,
(in thousands)                                         1997          1996          1996
- -----------------------------------------------------------------------------------------

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

Non-Performing Loans:
  Residential Real Estate - owner occupied           $   454       $   862       $ 2,000
  Residential Real Estate - non-owner occupied           477           510         1,358
  Commercial Real Estate                               1,507           788         1,829
                                                     -----------------------------------
      Total Mortgage Loans                             2,438         2,160         5,187
  Commercial Loans                                       226           303           307
  Consumer Loans                                         155           107           247
                                                     -----------------------------------
      Total Non-Performing Loans                       2,819         2,570         5,741

Other Real Estate Owned                                  487         1,210           656
Less:  Reserve for OREO Losses                            --            --            44
                                                     -----------------------------------
      Total OREO, net                                    487         1,210           612

Total Non-Performing Assets                          $ 3,306       $ 3,780       $ 6,353
                                                     ===================================
</TABLE>


<TABLE>
<CAPTION>

- ----------------------------------------------------------------------------------------------
                                                        June 30,     December 31,    June 30,
(in thousands)                                            1997           1996          1996
- ----------------------------------------------------------------------------------------------

<S>                                                     <C>           <C>            <C>
Average Balance Information
For the quarters ended:
Interest earning assets:
  Gross loans                                           $ 391,283     $ 407,780      $ 432,696
  Investment securities                                   411,946       271,856        210,003
  Federal funds sold / interest bearing deposits           21,274        22,982         21,362
                                                        --------------------------------------
      Total interest earning assets                       824,503       702,618        664,061

Total Assets                                            $ 842,298     $ 716,892      $ 678,354
                                                        ======================================


Interest bearing liabilities:
  Interest bearing deposits                             $ 681,017     $ 552,925      $ 522,188
  Borrowings                                               49,055        58,000         58,000
                                                        --------------------------------------
      Total interest bearing liabilities                  730,072       610,925        580,188

Total Liabilities                                         776,584       655,992        624,244

Shareholders' Equity                                       65,714        60,900         54,110

Total Liabilities & Shareholders' Equity                $ 842,298     $ 716,892      $ 678,354
                                                        ======================================

Average Balance Information
For the six and twelve months ended:
Interest earning assets:
  Gross loans                                           $ 393,833     $ 427,008      $ 441,584
  Investment securities                                   376,157       227,010        194,652
  Federal funds sold / interest bearing deposits           22,370        18,003         18,882
                                                        --------------------------------------
      Total interest earning assets                       792,360       672,021        655,118

Total Assets                                            $ 809,804     $ 686,624      $ 670,386
                                                        ======================================

Interest bearing liabilities:
  Interest bearing deposits                             $ 645,952     $ 528,245      $ 515,619
  Borrowings                                               53,497        58,000         58,000
                                                        --------------------------------------
Total interest bearing liabilities                        699,449       586,245        573,619

Total Liabilities                                         745,287       630,408        617,105

Shareholders' Equity                                       64,517        56,216         53,281

Total Liabilities & Shareholders' Equity                $ 809,804     $ 686,624      $ 670,386
                                                        ======================================
</TABLE>




<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                           8,161
<INT-BEARING-DEPOSITS>                              44
<FED-FUNDS-SOLD>                                24,476
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    299,635
<INVESTMENTS-CARRYING>                         136,698
<INVESTMENTS-MARKET>                           135,694
<LOANS>                                        389,500
<ALLOWANCE>                                     12,330
<TOTAL-ASSETS>                                 873,878
<DEPOSITS>                                     755,843
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                              5,464
<LONG-TERM>                                     43,000
                                0
                                          0
<COMMON>                                         5,499
<OTHER-SE>                                      64,072
<TOTAL-LIABILITIES-AND-EQUITY>                 873,878
<INTEREST-LOAN>                                 16,094
<INTEREST-INVEST>                               12,743
<INTEREST-OTHER>                                   828
<INTEREST-TOTAL>                                29,665
<INTEREST-DEPOSIT>                              14,129
<INTEREST-EXPENSE>                              15,878
<INTEREST-INCOME-NET>                           13,787
<LOAN-LOSSES>                                      100
<SECURITIES-GAINS>                                  17
<EXPENSE-OTHER>                                  6,783
<INCOME-PRETAX>                                  7,924
<INCOME-PRE-EXTRAORDINARY>                       7,924
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     7,924
<EPS-PRIMARY>                                     1.49
<EPS-DILUTED>                                     1.47
<YIELD-ACTUAL>                                    3.45
<LOANS-NON>                                      2,819
<LOANS-PAST>                                       164
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                12,929
<CHARGE-OFFS>                                      819
<RECOVERIES>                                       120
<ALLOWANCE-CLOSE>                               12,330
<ALLOWANCE-DOMESTIC>                            12,330
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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