SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE SC 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 5 )
--
MID PENN BANCORP, INC.
-------------------------------------
(Name of Issuer)
Common Stock Par value $1.00 per share
(Title of Class of Securities)
595 40G 107
-----------
(CUSIP Number)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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Page 2 of 6 Pages
CUSIP No. 595 40G 107
13G
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Persons
Mid Penn Bank, Trust Department
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
Not Applicable (a) [ ]
(b) [ ]
3) SEC Use Only
4) Citizenship or Place of Organization
Commonwealth of Pennsylvania, U.S.A. [Reporting person is
the Trust Department of a Pennsylvania state - Chartered
Bank.]
Number of Shares (5) Sole Voting Power
Beneficially 262,664
Owned by Each -------
Reporting
Person With (6) Shared Voting Power
0
-------
(7) Sole Dispositive Power
262,664
-------
(8) Shared Dispositive Power
0
-------
9) Aggregate Amount Beneficially Owned by Each Reporting Person
262,664
10) Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares*
11) Percent of Class Represented by Amount in Row 9
10.7%
12) Type of Reporting Person*
BK*
*SEE INSTRUCTION BEFORE FILLING OUT!
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Page 3 of 6 Pages
Reporting Person
- ----------------
SCHEDULE 13G
------------
Filed by: Mid Penn Bank, Trust Department
With: Securities and Exchange Commission
Washington, DC 20594
Calendar Year
Covered: 1997
Item 1(a) Name of Issuer:
---------------
Mid Penn Bancorp, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
------------------------------------------------
349 Union Street
Millersburg, PA 17061
Item 2(a) Name of Person Filing:
----------------------
Mid Penn Bank, Trust Department
Item 2(b) Address of Principal Business Office or, if none,
Residence:
-------------------------------------------------
349 Union Street
Millersburg, PA 17061
Item 2(c) Citizenship:
------------
Commonwealth of Pennsylvania, U.S.A. (Reporting
Person is the Trust Department of a Pennsylvania
State-Chartered Bank)
Item 2(d) Title of Class of Securities:
-----------------------------
Common Stock, par value $1.00 per share
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Page 4 of 6 Pages
Item 2(e) CUSIP Number: 595 40G 107
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), check whether the person
filing is a:
(a) [ ] Broker or Dealer registered under Section 15 of
the Act.
(b) [X] Bank as defined in section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in section
3(a)(19) of the Act.
(d) [ ] Investment Company registered under section 8
of the Investment Company Act.
(e) [ ] Investment adviser registered under section 203
of the Investment Advisers Act of 1940.
(f) [ ] Employee benefit plan, pension fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund; see Section
240.13d-1(b)(1)(ii)(F).
(g) [ ] Parent holding company, in accordance with
Section 240.13d-1(b)(ii)(G) (Note: See Item 7).
(h) [ ] Group in accordance with Section
240.13d-1(b)(1)(ii)(H).
Item 4. Ownership (as of December 31, 1997)
---------
If the percent of the class owned, as of December 31 of the
year covered by the statement, or as of the last day of any month
described in Rule 13d-1(b)(2), if applicable, exceeds five
percent, provide the following information as of that date and
identify those shares which there is a right to acquire.
(a) Amount Beneficially Owned:
262,664 shares of Common Stock, par value $1.00 per
share.
(b) Percent of Class: 10.7%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the
vote 262,664
-----------
(ii) shared power to vote or to direct the vote
0
-----------
(iii) sole power to dispose or to direct the
disposition of: 262,664
-----------
(iv) shared power to dispose or to direct the
disposition of: 0
-----------
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Page 5 of 6 Pages
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [ ]. Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
262,664 shares of the Issuer that are "beneficially
owned" by Mid Penn Bank, Trust Department, are held
in its fiduciary capacity in its nominee name,
NEBCO. Mid Penn Bank, Trust Department has sole
Power to vote or to direct the vote of 262,664
shares of the Issuer and sole power to dispose
or to direct the disposition of 262,664 shares of
the Issuer.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the
Group:
Not Applicable
Item 9. Notice of Dissolution of Group:
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the Issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
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Page 6 of 6 Pages
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 15, 1998
/s/ Patricia A. Walter
-----------------------
Patricia A. Walter, Trust
Officer
MID PENN BANK
:81079
