DIMECO INC
10QSB, 1997-11-14
STATE COMMERCIAL BANKS
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<PAGE>     


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 FORM 10-QSB

 [X] QUARTERLY REPORT UNDER SECTION 13 OF 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     For the quarterly period ended September 30,1997

                                     OR

 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

    For the transition period from               to
                                  ---------------  ---------------

                        Commission file Number 33-58936


                                  Dimeco, Inc.
                  --------------------------------------------
             (Exact name of registrant as specified in its charter)

Pennsylvania                                                        23-2250152
- ------------                                                        ----------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                             Identification No.)

                               820 Church Street  
                             --------------------                  
                              Honesdale, PA 18431 
                             --------------------                  
                   (Address of principal executive offices)

                                (717) 253-1970   
                             --------------------                  
                          (Issuer's Telephone Number)

                                Not Applicable                  
                             --------------------                  

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

Check whether the issuer (1) filed all reports required to be filed by
Sections 13 or 15(d) of the Exchange Act during the past 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    
    ---        ---

As of October 31, 1997, there were 724,691 shares outstanding of the issuer's
common stock with an aggregate market value of approximately $21,016,045.



<PAGE>     
                                 Dimeco, Inc.
                                    INDEX

                                                                        Page
                                                                        ----

PART I - FINANCIAL INFORMATION

  Item 1. Financial Statements

          Consolidated Balance Sheet (unaudited) as of September 30,
           1997 and December 31, 1996                                    3

          Consolidated Statement of Income (unaudited) for the
           three months and the nine months ended
           September 30, 1997 and 1996                                   4   
             
          Consolidated Statement of Cash Flows (unaudited) for
           the nine months ended September 30,1997 and 1996              5   
        
          Consolidated Statement of Changes in Stockholders' Equity      6
        
          Notes to Consolidated Financial Statements (unaudited)        7-8

  Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations                           9-14

PART II - OTHER INFORMATION

  Item 1. Legal Proceedings                                              15

  Item 2. Changes in Securities                                          15

  Item 3. Default Upon Senior Securities                                 15

  Item 4. Submissions of Matters to a Vote of Security Holders           15

  Item 5. Other Information                                              15

  Item 6. Exhibits and Reports on Form 8-K                               15 

SIGNATURES                                                               16

<PAGE>     
                                 Dimeco, Inc.
                     CONSOLIDATED BALANCE SHEET (Unaudited)

                                               September 30,    December 31,
                                                   1997             1996      
                                              -------------    -------------
Assets                                      
Cash and due from banks                       $   1,085,299    $   1,600,524
Interest-bearing deposits in other banks          4,036,864        3,718,168 
Federal funds sold                                5,720,000        1,195,000 
                                              -------------    -------------
   Total cash and cash equivalents               10,842,163        6,513,692 
                                              -------------    -------------

Mortgage loans held for sale                        53,893           206,813 
Investment securities held to maturity 
   (market value $7,697,543 and $14,907,048)      7,645,083       14,792,495 
Investment securities available for sale         16,712,676       13,714,782
Loans (net of unearned income of $1,473,253
   and $1,473,603)                              109,055,088      100,013,324 
Less allowance for possible loan losses           1,438,422        1,366,006 
                                              -------------    -------------
   Net loans                                    107,616,666       98,647,318 
                                              -------------    -------------

Premises and equipment, net                       2,985,518        3,066,150 
Other real estate                                   704,619          460,619 
Accrued interest receivable                         915,559        1,003,565 
Other assets                                      1,893,846        1,878,770 
                                              -------------    -------------

   TOTAL ASSETS                               $ 149,370,023    $ 140,284,204 
                                              =============    =============
Liabilities
Deposits:
   Noninterest-bearing                         $ 14,128,605     $ 12,760,278 
   Interest-bearing                             119,435,862      113,242,229 
                                              -------------    -------------
   Total deposits                               133,564,467      126,002,507 
                                              -------------    -------------

Securities sold under agreements to repurchase      510,244          -       
Accrued interest payable                            569,616          521,229 
Other liabilities                                   673,999          613,193 
                                              -------------    -------------
 
   TOTAL LIABILITIES                            135,318,326      127,136,929 
                                              -------------    -------------

Stockholders' Equity
Common stock, $.50 par value; 3,000,000 shares 
   authorized, 722,736 and 721,904 shares issued
   and outstanding                                  363,108          360,952 
Capital surplus                                   2,658,431        2,558,151 
Retained earnings                                11,139,298       10,257,053 
Less: treasury stock; 3,481 shares at cost          (92,250)               -  
Net unrealized loss on securities 
   available for sale                               (16,890)         (28,881)
                                              -------------    -------------

   TOTAL STOCKHOLDERS' EQUITY                    14,051,697       13,147,275 
                                              -------------    -------------
   TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                    $ 149,370,023    $ 140,284,204 
                                              =============    =============


See accompanying notes to the consolidated financial statements.

                                  3

<PAGE>     
                                 Dimeco, Inc.
                 CONSOLIDATED STATEMENT OF INCOME (Unaudited)  

<TABLE>
<CAPTION>
                                                         Three Months                  Nine Months
                                                      Ended September 30,           Ended September 30,
                                                      1997           1996           1997           1996
                                                   ----------     ----------     ----------     ----------
<S>                                                <C>            <C>            <C>            <C>
Interest and dividend income   
Interest and fees on loans                         $2,402,265     $2,112,412     $6,991,782     $6,375,237 
Interest-bearing deposits in other banks                6,017          4,668         18,025         17,002 
Federal funds sold and securities                                              
  purchased under agreement to resell                  59,564         64,729        106,692        316,507 
Investment securities:
  Taxable                                             315,512        281,012        915,638        660,021 
  Exempt from federal income tax                       59,900         82,932        188,396        244,583 
                                                   ----------     ----------     ----------     ----------
        Total interest income                       2,843,258      2,545,753      8,220,533      7,613,350 
                                                   ----------     ----------     ----------     ----------
 
Interest expense
Deposits                                            1,241,874      1,099,625      3,525,238      3,246,860
Borrowed funds                                            125              -          5,707              -
Securities sold under agreements to repurchase          2,267              -          2,267         58,636
                                                   ----------     ----------     ----------     ----------
        Total interest expense                      1,244,266      1,099,625      3,533,212      3,305,496
                                                   ----------     ----------     ----------     ----------
 
Net interest income                                 1,598,992      1,446,128      4,687,321      4,307,854 

Provision for loan losses                             138,000        138,000        409,500        411,000 
                                                   ----------     ----------     ----------     ----------
Net interest income after provision 
  for loan losses                                   1,460,992      1,308,128      4,277,821      3,896,854 
                                                   ----------     ----------     ----------     ----------
Other income
Service charges on deposit accounts                    57,072         51,928        163,820        158,632 
Gain (loss) on loans available for sale                84,636         28,472        104,667         (7,612)
Other operating income                                110,167        129,232        309,551        326,949 
Gain on sale of securities                                  -              -              -         59,257 
                                                   ----------     ----------     ----------     ----------
        Total other income                            251,875        209,632        578,038        537,226 
                                                   ----------     ----------     ----------     ----------
Other expenses
Salaries and employee benefits                        471,340        480,259      1,499,070      1,437,441 
Occupancy expenses, net                                82,525         65,687        252,238        206,172 
Furniture and equipment expense                        75,955         57,108        228,606        185,291 
Operations of other real estate                        57,133         14,489         69,024         57,106 
Other operating expense                               343,759        252,679        976,546        796,992 
                                                   ----------     ----------     ----------     ----------
        Total other expenses                        1,030,712        870,222      3,025,484      2,683,002 
                                                   ----------     ----------     ----------     ----------
Income before income taxes                            682,155        647,538      1,830,375      1,751,078 
Income tax expense                                    206,900        200,000        558,000        529,000 
                                                   ----------     ----------     ----------     ----------
NET INCOME                                         $  475,255     $  447,538     $1,272,375     $1,222,078 
                                                   ==========     ==========     ==========     ==========
Net earnings per share                             $     0.66     $     0.62    $      1.76     $     1.70 
                                                   ==========     ==========     ==========     ==========
</TABLE>
See accompanying notes to consolidated financial statements. 

                                  4

<PAGE>     
                               Dimeco, Inc.
                    STATEMENT OF CASH FLOWS (Unaudited)
                                                            Nine Months
                                                        Ended September 30,
                                                        1997           1996  
                                                    -----------    -----------
Operating activities
Net income                                           $ 1,272,375   $ 1,222,078 
Adjustments to reconcile net income to net cash
  provided by operating activities:
   Provision for loan losses                             409,500       411,000
   Depreciation                                          247,738       214,226
   Market value adjustment, loans held for sale                -         4,009
   (Accretion) amortization of investments, net         (117,457)       99,781
   Investment securities (gains) losses, net                   -       (59,257)
   Decrease (increase) in accrued interest receivable     88,006       (73,027)
Increase (decrease) in accrued interest payable           48,387       (95,000)
Net (increase) decrease in loans available for sale      152,920       161,139 
   Amortization of net deferred loan origination fees    (54,373)      (66,290)
   Other, net                                             70,553      (161,167)
                                                     -----------   -----------
        Net cash provided by operating activities      2,117,649     1,657,492 
                                                     -----------   -----------
Investing activities
Investment securities available for sale:
  Proceeds from sales of investment securities                 -       354,248 
  Proceeds from maturities or repayments
   of investment securities                           26,068,171     8,939,295 
  Purchase of investment securities                  (28,893,794)   (8,954,027)
Investment securities held to maturity:
  Proceeds from maturities or repayments 
   of investment securities                            9,611,001     5,280,000 
  Purchase of investment securities                   (2,500,235)  (12,042,470)
Loans originated or acquired, net                     (9,599,475)   (6,652,405)
Purchase of premises and equipment                      (167,106)     (231,120)
Proceeds from sale of other real estate owned                  -       162,806 
                                                     -----------   -----------
        Net cash used for investing activities        (5,481,438)  (13,143,673)
                                                     -----------   -----------
Financing activities
Increase in deposits, net                              7,561,960    11,100,420 
Increase (decrease) in securities sold under 
 agreements to repurchase                                510,244    (2,050,000)
Proceeds from dividend reinvestment plan                 158,586       221,940 
Cash dividends paid                                     (390,130)     (307,139)
Purchase treasury stock                                 (148,400)            - 
                                                     -----------   -----------
  Net cash provided by financing activities            7,692,260     8,965,221 
                                                     -----------   -----------
        Increase (decrease) in cash and cash 
         equivalents                                   4,328,471    (2,520,960)

Cash and cash equivalents at beginning of period       6,513,692     9,121,689 
                                                     -----------   -----------

Cash and cash equivalents at end of period           $10,842,163   $ 6,600,729
                                                     ===========   ===========

See accompanying notes to consolidated financial statements.

                                     5

<PAGE>     
                                  Dimeco, Inc.
           CONSOLIDATED STATEMENT OF CHANGES IN STOCK HOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                         Net                     Total
                              Common                     Retained    Unrealized    Treasury   Stockholders'
                               Stock       Surplus       Earnings    Gain (Loss)     Stock       Equity
                             ---------   -----------   ------------   ---------    ---------   ------------

<S>                          <C>         <C>           <C>            <C>          <C>         <C>
Balance, December 31, 1996   $ 360,952   $ 2,558,151   $ 10,257,053   $ (28,881)   $       -   $ 13,147,275 

Net Income                                                1,272,375                               1,272,375 

Net unrealized gain on 
  securities                                                             11,991                      11,991

Purchase treasury stock                                                             (148,400)      (148,400)

Dividend reinvestment and 
  stock purchase plan            2,156       100,280                                  56,150        158,586 

Cash dividends 
  (.52 per share)                                          (390,130)                               (390,130)

                             ---------   -----------   ------------   ---------    ---------   ------------
Balance, 
  September 30,1997          $ 363,108   $ 2,658,431   $ 11,139,298   $ (16,890)   $ (92,250)  $ 14,051,697
                             =========   ===========   ============   =========    =========   ============

</TABLE>


See accompanying notes to the consolidated financial statements.

                                  6


<PAGE>     
                               Dimeco, Inc.
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


Basis of Presentation
- ---------------------

The consolidated financial statements include the accounts of Dimeco, Inc.
(the "Company") and its wholly-owned subsidiary The Dime Bank (the "Bank"). 
All significant intercompany balances and transactions have been eliminated in
the consolidation.

The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do
not necessarily include all information that would be included in audited
financial statements.  The information furnished reflects all adjustments
which are, in the opinion of management, necessary for a fair statement of the
results of operations.  All such adjustments are of a normal recurring nature. 
The results of operations for the interim periods are not necessarily
indicative of the results to be expected for the full year.

Certain comparative amounts for 1996 have been reclassified to conform to 1997
classifications.

Pending Accounting Pronouncements
- ---------------------------------

In June 1996, the Financial accounting Standards Board ("FASB") issued
Statement No. 125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities."  The Statement provides consistent
standards for distinguishing transfers that are secured borrowings based on
control-oriented "financial -components" approach.  Under this approach, after
a transfer of financial assets, an entity recognizes the financial and
servicing assets it controls and liabilities it has incurred, derecognizes
financial assets when control has been surrendered and  derecognizes
liabilities when extinguished.  The provisions of Statement No. 125 are
effective for transactions occurring after December 31, 1996, except those
provisions relating to repurchase agreements, securities lending, and other
similar transactions and pledged collateral, which have been delayed until
after December 31, 1997 by Statement No. 127, "Deferral of the Effective Date
of Certain Provisions of  FASB Statement No. 125, an amendment of FASB
Statement No. 125." The adoption of these statements is not expected to have a
material impact on financial position or results of operations.

On March 3, 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 128, "Earning Per Share." Statement No.128
will become effective for the Company beginning in December 1997.  This
statement re-defines the standards for computing earnings per share ("EPS")
previously found in Accounting Principles Board Opinion No. 15, Earnings Per
Share.  Statement No. 128 establishes new standards for computing and
presenting EPS and requires dual presentation of "basic" and "diluted" EPS on
the face of the income statement for all entities with complex capital
structures.  Under Statement No. 128, basic EPS is to be computed based upon
income availability to common shareholders and the weighted average number of
common shares outstanding for the period.  Diluted EPS is to reflect the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the Company. 
Statement No. 128 also requires the restatement of all prior-period EPS data
presented.  The Company will adopt Statement No. 128 as of December 31, 1997
and based on current estimates, does not believe the effect of adoption will
have a significant impact on the Company's financial position or results of
operations.

                                  7


<PAGE>     
In July 1997, the Financial Accounting Standards Board  issued Statement of
Financial Accounting Standards No.130,  "Reporting Comprehensive Income." 
Statement No. 130 is effective for fiscal years beginning after December 15, 
1997.  This statement establishes standards for reporting and presentation of
comprehensive income and its components (revenue, expenses, gains, and losses)
in a full set of general purpose financial statements.  It requires  that all
items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that
is presented with the same prominence as other financial statements. 
Statement No. 130 requires that companies (i) classify items of other
comprehensive income by their nature in a financial statement and (ii) display
the accumulated balance of other comprehensive income separately from retained
earnings and additional paid-in capital in the equity section of the statement
of financial condition.  Reclassification of financial statements for earlier
periods provided for comprehensive purposes is required.

                                  8

<PAGE>     
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
                       AND RESULTS OF OPERATIONS

                          Financial Condition
                          -------------------
                                
Total assets at September 30, 1997 increased $9,086,000 or 6.5% to
$149,370,000 from the $140,284,000 reported at December 31, 1996.  Cash and
cash equivalents increased $4,328,000 or 66.5%  due mainly to increases in
federal funds sold. In light of lower interest rates offered in the bond
market, the proceeds of investment securities that have matured in 1997 were
left in federal funds sold or reinvested in short term commercial paper in
order to keep liquidity levels high while maintaining interest income levels
comparable to those on short term investments. 

The investment security portfolio reflects the above mentioned changes with a
decrease of $4,150,000 or 14.6% in total investment securities.  Maturities of
investments were generally not matched with purchases due to the leveling of
the yield curve on longer term investments. Management believes that there is
not sufficient return in longer term investments to justify the loss of
liquidity in purchasing longer term securities.  Commercial paper purchases,
which are included in the available for sale category, increased $2,676,000 or
25.8% during the period.  

The loan portfolio increased $9,042,000 or 9.0% from December 31, 1996,
bringing the total to $109,055,000 as of September 30, 1997.  More than half
of this increase, $4,547,000, was generated in the form of commercial
mortgages.  While these new loans were originated by all four offices of the
subsidiary bank, the majority of these loans came from the Honesdale and
Greentown offices.  In particular, the Greentown office continues to grow and
provide new loan opportunities.  Installment loans increased $2,103,000.  A
large portion of this increase is from automobile loans which were internally
originated from the annual promotion of these loans.  Overall, loan growth
continues as the Company's presence becomes more widespread throughout our
market area.    

Noninterest-bearing deposits increased $1,368,000 or 10.7% due in part to
increased branching in the past two years along with normal cyclical
commercial and municipal customer increased balances.  Interest-bearing
deposits increased $6,194,000 or 5.5%, with the greatest increase in time
deposits greater than $100,000.  This category of deposits increased
$4,831,000 or 51.5% during the period.  Management believes this increase is
due to competitive rates offered. 
  
Equity capital increased  $904,000 or 6.9% since December 31, 1996, primarily
the result of net earnings for the period of $1,272,000.  The dividend
reinvestment plan contributed $159,000 during the period.  The Company took
advantage of an opportunity to purchase a block of 5,600 shares of stock  for
$148,000.  The Company will continue to use this stock for reinvestment of
dividends in the plan until it is depleted.  Stockholders' Equity was
decreased by dividends of $390,000,  which accounted for a 28.6% increase in
dividends per share as compared to the first three quarters of 1996. 

                                   9


<PAGE>     
Management monitors risk-based capital and leverage capital ratios in order to
assess compliance with regulatory guidelines.  At September 30, 1997, the bank
had total risk-based capital of 13.6%, exceeding the 8.0% minimum risk-based
capital requirement.  Core equity capital, which must be at least fifty
percent of the total risk-based capital, was 12.4% of this requirement at
September 30, 1997.  Additionally, the Company must maintain a minimum
leverage capital ratio of 3%.  This ratio was 10.0% as of September 30, 1997.


                          Results of Operation
                          --------------------

Comparison of the Nine Months Ended September 30, 1997 and 1996
- ---------------------------------------------------------------

The Company earned $1,272,000 for the nine months ended September 30, 1997, an
increase of $50,000 or 4.1% from the $1,222,000 reported for the same period
in 1996.  

Interest income increased $607,000 or 8.0% from 1996 to 1997 with the average
earning assets increasing $12,124,000 or 9.9%.  Offsetting this increase in
average earning assets, the average interest rate on earning assets decreased
from 8.30% to 8.16% during the period with approximately 64% of the loan
portfolio being variable rate instruments which repriced downward in 1997. 
Interest expense increased $228,000 or 6.9% due to a larger volume of
interest-bearing liabilities.  The average interest rate paid on these
liabilities decreased from 3.77% in 1996 to 3.74% in 1997.  The net effect of
these increases in interest income and interest expense is an increase of
$379,000 or 8.8% in net interest income from 1996 to 1997.   
   
The provision for loan losses remained constant in spite of increases in the
size of the loan portfolio in light of management's continuing evaluation of
credit risk in the portfolio.  Our internal evaluation of the allowance for
loan loss indicates that the current allowance is adequate and that the
provision expense is sufficient.  Management has taken an aggressive stand in
charging off problem loans in light of their more stringent charge-off
guidelines and feels that this policy will in fact strengthen the quality of
the remaining loan portfolio.   The allowance for loan loss equals 1.32% and
1.30% at September 30, 1997 and 1996, respectively. 

Gains (losses) on loans held for sale increased  $112,000 in 1997 from 1996.
During 1996 the Company  experienced losses in the held for sale loan category
while during 1997 the Company sold loans of $5,953,000 recognizing gains of
$105,000.

In the second quarter of 1996, a municipal bond which had been in nonaccrual
status and had been adjusted to a lower market value was refunded and sold
realizing a gain of $52,000.  In addition, a group of mortgage-backed
securities which had been paid down to a value below our policy limits was
sold realizing a gain of $7,000. There were no securities sold in 1997.

Salaries and employee benefits increased $62,000 or 4.3% in 1997 as compared
to 1996.  Payroll expense, net of the direct cost deferral of origination
expenses, increased $32,000 or 3.1% due to a combination of normal salary
increases of approximately 5.3%, increased deferral of payroll costs
associated with the origination of loans (deducted from payroll expense) and
to increased staffing due to the 1996 opening of the Greentown office. 
Employee benefits and accruals for the year end incentive payments increased
in proportion to payroll changes $11,000 and $19,000, respectively.

                                  10


<PAGE>     
Occupancy  expense increased $46,000 or 22.3% due mainly to the establishment
of the Greentown office in the fourth quarter of 1996.    

Furniture and equipment expense increased $43,000 or 23.4% with increased
depreciation expenses on fixed assets associated with the opening of the
Greentown office of $20,000 and on the 1996 purchases of computer hardware of
$27,000.  Offsetting this increase is the reclassification in 1997 to other
operating expenses of costs associated with computer software support.  

Other operating expense increased $180,000 or 22.5% from 1996 to 1997.  In an
effort to increase visibility in established and new markets, the Company
increased spending on marketing of $15,000.  Legal expenses associated both
with corporate matters and foreclosure actions increased $13,000.  ATM expense
increased $13,000 in light of the new location in Greentown and our first
off-site machine located at Woodloch Pines Resort in Hawley, PA.  Computer
software amortization increased $22,000 with the purchase of $256,000 in new
software during 1996.  In addition, the reclassification of computer software
maintenance coupled with increased expenses due to additional purchases made
in 1996 increased this category by $36,000.  Outside professional fees
increased $26,000 due to consulting services in connection with productivity,
technology  and management team building.  Changes in various other categories
account for the remaining increase,  with no one category being a significant
dollar amount.

Comparison of Three Months Ended September 30, 1997 and 1996
- ------------------------------------------------------------

Net income increased $28,000 or 6.2% for the three months ended September 30,
1997 as compared to the same quarter in 1996.  Net interest income increased
$153,000 over the same quarter in 1996 based upon increased volume of average
interest-earning assets of $12,100,000 and average interest-bearing
liabilities of $10,916,000 coupled with increases in interest rates of .15% in
interest income and .10% in expense.

Market rates increased in the loans held for sale portfolio during the third
quarter of 1996 and in 1997. In 1997, the Company took advantage of the
increase and sold $3,939,000 of residential mortgage loans.

Occupancy expense increased $17,000 or 25.6% mainly due to the increased
expenses in the Greentown office which was not open in the third quarter of
1996.

Furniture and equipment expense increased $19,000 or 33.0% mainly due to
depreciation on the new assets in the Greentown office and reclassification of
software technical support as discussed above. 

Operations of other real estate owned increased $43,000 or 294.3% due to the
recognition of a decrease in market value of $31,000 on three properties.  In
addition, the Company had to pay delinquent real estate taxes of $17,000 on
one property which was added to other real estate in 1997.  

                                   11


<PAGE>     
Other operating expense increased $91,000 or 36.0% from 1996 to 1997.
Advertising expenses were $12,000 greater than in 1996 due to the increased
use of an outside consultant and increased costs of media advertising in
connection with the Greentown office.  Legal expenses were $6,000 greater, ATM
expenses were $11,000 greater, computer software amortization was $6,000
greater, computer software maintenance was $13,000 greater and outside
professional fees were $12,000 greater than in 1996 as discussed in the nine
month section above.   Postage expenses were $7,000 greater than 1996 due to a
greater number of mailings and to timing differences that will adjust in the
fourth quarter.

                                   12

<PAGE>     
                        Liquidity and Cash Flows
                        ------------------------

To ensure that the Company can satisfy customer credit needs for current and
future commitments and deposit withdrawal requirements, the Bank manages the
liquidity position by ensuring that there are adequate short-term funding
sources available for those needs.  Liquid assets consists of cash and due
from banks, federal funds sold, interest-bearing deposits with other banks and
investment securities maturing in one year or less.  The following table shows
these liquidity sources, minus short-term borrowings, as of September 30, 1997
compared to December 31, 1996:

                                                 September 30,    December 31,
                                                 ------------     -----------
                                                     (dollars in thousands)  

   Cash and due from banks                       $      1,085     $     1,601
   Interest-bearing deposits with other banks           4,037           3,719
   Federal funds sold                                   5,720           1,195
      Mortgage loans held for sale                         54             207
      Investment securities maturing in one 
        year or less                                   16,491          20,384
                                                 ------------     -----------
                                                       27,387          27,106
   Less short-term borrowings                             510               - 
                                                 ------------     ----------- 
 
   Net liquidity position                        $     26,877     $    27,106
                                                 ============     ===========

        As a percent of total assets                    18.0%            19.3% 
                                                      ======           ====== 

Management monitors liquidity on a consistent basis and feels that liquidity
levels are adequate.  In addition to these liquidity sources, the Bank has
available also a credit line with the Federal Home Loan Bank in the amount of
$3.5 million. 

Management is not aware of any known trends, events or uncertainties that will
have or is reasonably likely to have a material effect on the Company's
liquidity, capital resources or operations nor is management aware of any
current recommendations by regulatory authorities, which if implemented, would
have such an effect.

                                   13


<PAGE>     
                              Risk Elements
                              -------------

The table below presents information concerning nonperforming assets including
nonaccrual loans, renegotiated loans, loans 90 days or more past due,
nonaccrual securities, other real estate loans and repossessed assets at
September 30, 1997 and December 31, 1996.  A loan is classified as nonaccrual
when, in the opinion of management, there are doubts about collectibility of
interest and principal.  At the time the accrual of interest is discontinued,
future income is recognized only when cash is received.  Renegotiated loans
are those loans which terms have been renegotiated to provide a reduction or
deferral of principal or interest as a result of the deterioration of the
borrower.

                                               September 30,    December 31,
                                               ------------     -----------
                                                    (dollars in thousands)

   Loans on nonaccrual basis                   $      1,467     $      1,822  
   Loans past due 90 days or more                       901              834
   Renegotiated loans                                   677                -
                                               ------------      -----------  
 
         Total nonperforming loans                    3,045            2,656  
   Other real estate                                    705              461  
   Repossessed assets                                    10                -
   Nonaccrual securities                                  -                -
                                               ------------      -----------
      
         Total nonperforming assets            $      3,760      $     3,117
                                               ============      ===========

   Nonperforming loans as a percent of 
    total loans                                       2.8%              2.7%
                                                    ======            ======

   Nonperforming assets as a percent of 
    total assets                                      2.5%              2.2%  
                                                    ======            ======


Management believes the level of the allowance for loan losses at September
30, 1997 is sufficient.  The relationship between the allowance for loan
losses and outstanding loans is a function of the credit quality and known
risk attributed to the loan portfolio.  The on-going loan review program and
credit approval process is used to determine the adequacy of the allowance for
loan losses. Included in total loans are loans of $1,141,000 which management
has classified as impaired under the terms of Financial Accounting Standards
Board Statement No. 114, "Accounting by Creditors for Impairment of a Loan
Income Recognition and Disclosure."  The related allowance for loan losses on
these loans amounted to $178,000.  There were no impaired loans without a
related allowance for loan losses.

Management does not believe that loans classified as loss, doubtful
substandard or special mention for internal or regulatory purposes (i)
represent or result from trends or uncertainties which management reasonably
expects will materially impact future operating results, liquidity, or capital
resources, or (ii) represent material loans about which management is aware of
any information which causes management to have serious doubts as to the
ability of such borrowers to comply with the loan repayment terms.

                                14


<PAGE>     
PART II  -  OTHER INFORMATION

      Item 1 - Legal Proceedings

               NONE

      Item 2 - Changes in the rights of the Company's security holders

               NONE
                                                             
      Item 3 - Defaults by the  Company on its senior securities

               NONE

      Item 4 - Submissions of matters to a vote of security holders

               NONE

      Item 5 - Other information

               NONE

      Item 6-  Exhibits and Reports on Form 8-K

               NONE

   
                                 15


<PAGE>     
                            SIGNATURES


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

                                       DIMECO, INC.

Date: November 3, 1997           By: /s/ Joseph J. Murray
                                     --------------------
                                     Joseph J. Murray
                                     President and Chief Executive Officer


Date: November 3, 1997           By: /s/ Maureen H. Beilman
                                     ----------------------
                                     Maureen H. Beilman
                                     Controller/Treasurer

                                    16

<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1997
<CASH>                                       1,085,299
<INT-BEARING-DEPOSITS>                       4,036,864
<FED-FUNDS-SOLD>                             5,720,000
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                 16,712,676
<INVESTMENTS-CARRYING>                       7,645,083
<INVESTMENTS-MARKET>                         7,697,543
<LOANS>                                    109,055,088
<ALLOWANCE>                                  1,438,422
<TOTAL-ASSETS>                             149,370,023
<DEPOSITS>                                 133,564,467
<SHORT-TERM>                                   510,244
<LIABILITIES-OTHER>                            673,999
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                       363,108
<OTHER-SE>                                  13,688,589
<TOTAL-LIABILITIES-AND-EQUITY>             149,370,023
<INTEREST-LOAN>                              6,991,782
<INTEREST-INVEST>                            1,104,034
<INTEREST-OTHER>                               124,717
<INTEREST-TOTAL>                             8,220,533
<INTEREST-DEPOSIT>                           3,525,238
<INTEREST-EXPENSE>                           3,533,212
<INTEREST-INCOME-NET>                        4,687,321
<LOAN-LOSSES>                                  409,500
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                              3,025,484
<INCOME-PRETAX>                              1,830,375
<INCOME-PRE-EXTRAORDINARY>                   1,830,375
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 1,272,375
<EPS-PRIMARY>                                     1.76
<EPS-DILUTED>                                     1.76
<YIELD-ACTUAL>                                    8.16
<LOANS-NON>                                  1,467,000
<LOANS-PAST>                                   901,000
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                677,000
<ALLOWANCE-OPEN>                             1,366,006
<CHARGE-OFFS>                                  379,896
<RECOVERIES>                                    42,812
<ALLOWANCE-CLOSE>                            1,438,422
<ALLOWANCE-DOMESTIC>                         1,438,422
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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