FIRST FINANCIAL CORP OF WESTERN MARYLAND
8-K, 1996-08-20
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                      SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C.  20549

                                  FORM 8-K

                               CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D)
                   OF THE SECURITIES EXCHANGE ACT OF 1934




                               AUGUST 19, 1996

                     (Date of earliest event reported)



               First Financial Corporation of Western Maryland

            (Exact name of registrant as specified in its charter)


DELAWARE                          0-19837                       52-1700036
(State or other          (Commission File Number)             (IRS Employer
jurisdiction of                                             Identification No.)
incorporation)

118 BALTIMORE STREET, CUMBERLAND, MARYLAND                        21502   
(Address  of principal executive offices)                       (Zip Code)

                                (301) 724-3363
             (Registrant's telephone number, including area code)

                                NOT APPLICABLE

   (Former name, former address and former fiscal year, if changed since last
                                   report)



                              Page 1 of 4 Pages
                       Exhibit Index appears on Page 2
<PAGE>

Item 5.   OTHER EVENTS

          On August 19, 1996, First Financial Corporation of Western Maryland 
(the "Corporation") announced that it has engaged Alex. Brown & Sons 
Incorporated as its financial adviser in order to assist the Board of
Directors in exploring and evaluating the various options available to the
Corporation to maximize shareholder value, including the possible sale of the 
Corporation.  A copy of the press release, dated August 19, 1996, is attached 
hereto as Exhibit 99 and is incorporated herein by reference.

Item 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (a)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED

          Not applicable.

     (b)  PRO FORMA FINANCIAL INFORMATION

          Not applicable.

     (c)  EXHIBITS

          (99) Press release dated August 19, 1996.



<PAGE>


                                  SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the  
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                       FIRST FINANCIAL CORPORATION
                                        OF WESTERN MARYLAND



Date:  August 19, 1996                 By:  /S/WILLIAM C. MARSH
                                            William C. Marsh
                                            Executive Vice President and
                                             Chief Financial Officer


                  [LETTERHEAD OF FIRST FINANCIAL CORPORATION
                             OF WESTERN MARYLAND]


                                 PRESS RELEASE

     Release Date:                                 Further Information:

     IMMEDIATE RELEASE                             Patrick J. Coyne
                                                   Chairman of the Board,
                                                   President and Chief
                                                   Executive Officer

                                                   Phone:  301/784-3105

                                                           -or-

                                                   William C. Marsh
                                                   Executive Vice President
                                                   Chief Financial Officer

     August 19, 1996                               Phone:  301/784-3106


                FIRST FINANCIAL CORPORATION OF WESTERN MARYLAND
             ANNOUNCES TAKING ACTION TO MAXIMIZE SHAREHOLDER VALUE


Cumberland, Maryland, August 19, 1996 - First Financial Corporation of Western
Maryland, (Nasdaq:  FFWM) the holding company of First Federal Savings Bank of
Western Maryland, announced today that it has engaged Alex. Brown & Sons
Incorporated as its financial adviser in order to assist the Board of 
Directors in exploring and evaluating the various options available to the 
Company to maximize shareholder value, including the possible sale of the 
Company.  The Board has determined that it is appropriate to identify 
potential acquirers and to pursue discussions with interested parties, 
although no assurance can be given that discussions will occur or, should 
discussions occur, that they will result in an offer being made to the Company 
or that the Board will determine that any such offer, if received, is in the 
best interest of shareholders.

The Company's wholly-owned subsidiary First Federal Savings Bank of Western
Maryland is a federally chartered, FDIC-insured stock savings bank which
conducts its business through 10 offices located within the greater Cumberland
area, Hagerstown, Frostburg, Oakland and Westernport, Maryland.



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