DIMECO INC
10QSB, 1998-08-14
STATE COMMERCIAL BANKS
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<PAGE>
1

                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 June 30, 1998

                                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 August 5, 1998, there were 672,164 shares outstanding of the issuer's
common stock with an aggregate market value of approximately $32,936,018.

<PAGE>

                               Dimeco, Inc.
                                   INDEX
                                                                        Page

PART I - FINANCIAL INFORMATION

  Item 1. Financial Statements

          Consolidated Balance Sheet (unaudited) as of June 30,
            1998 and December 31, 1997                                     3

          Consolidated Statement of Income (unaudited) for the
            three months and the six months ended
            June 30, 1998 and 1997                                         4
             
          Consolidated Statement of Cash Flows (unaudited) for
            the six months ended June 30, 1998 and 1997                    5
        
          Consolidated Statement of Changes in Stockholders' Equity        6
        
          Notes to Consolidated Financial Statements (unaudited)           7

  Item 2. Management's Discussion and Analysis of Financial 
          Condition and Results of Operation                            8-12


PART II - OTHER INFORMATION

  Item 1. Legal Proceedings                                              13

  Item 2. Changes in Securities                                          13

  Item 3. Default Upon Senior Securities                                 13

  Item 4. Submissions of Matters to a Vote of Security Holders           13

  Item 5. Other Information                                              13

  Item 6. Exhibits and Reports on Form 8-K                               13

SIGNATURES                                                               14


                                      2
<PAGE>
                               Dimeco, Inc.
                  CONSOLIDATED BALANCE SHEET (Unaudited)

                                              June 30,      December 31,
                                                1998            1997    
                                              --------      ------------
Assets                                      
Cash and due from banks                   $   1,662,715    $   1,358,842
Interest-bearing deposits in 
   other banks                                4,762,027        3,121,708
Federal funds sold                            2,830,000             -   
                                          -------------    -------------
   Total cash and cash equivalents            9,254,742        4,480,550
                                          -------------    -------------

Mortgage loans held for sale                    923,729          156,871
Investment securities held to 
   maturity (market value $4,529,498 
   and $4,602,088)                            4,475,698        4,542,486
Investment securities available
   for sale                                  30,748,567       30,702,190
Loans (net of unearned income 
   of $1,098,806 and $1,078,581)            112,402,187      108,814,535
Less allowance for loan losses                1,597,119        1,511,123
                                          -------------    -------------
   Net loans                                110,805,068      107,303,412
                                          -------------    -------------
Premises and equipment, net                   2,946,027        2,945,303
Other real estate                               782,000          625,619
Accrued interest receivable                     848,458          859,177
Other assets                                  1,865,872        1,805,495
                                          -------------    -------------
   TOTAL ASSETS                           $ 162,650,161    $ 153,421,103
                                          =============    =============
Liabilities
Deposits:
   Noninterest-bearing                    $  13,795,121    $  12,965,190
   Interest-bearing                         129,147,139      122,136,196
                                          -------------    -------------
   Total deposits                           142,942,260      135,101,386
                                          -------------    -------------
Securities sold under agreements 
   to resell                                  3,117,778        2,390,044
Accrued interest payable                        680,108          701,099
Other liabilities                               598,188          707,929
                                          -------------    -------------
   TOTAL LIABILITIES                        147,338,334      138,900,458
                                          -------------    -------------
Stockholders' Equity
Common stock, $.50 par value;
   3,000,000 shares authorized,
   728,842 and 726,216 shares issued
   and outstanding                              364,420          363,108
Capital surplus                               2,746,482        2,662,333
Retained earnings                            12,204,825       11,547,197
Less:  Treasury stock; (1,525 shares 
   at cost)                                        -             (40,407)
Net unrealized loss on securities 
   available for sale                            (3,900)         (11,586)
                                          -------------    -------------
   TOTAL STOCKHOLDERS' EQUITY                15,311,827       14,520,645
                                          -------------    -------------
   TOTAL LIABILITIES AND
      STOCKHOLDERS' EQUITY                $ 162,650,161    $ 153,421,103
                                          ============    =============


See accompanying notes to the consolidated financial statements.




                                   3
<PAGE>

                                             Dimeco, Inc.
                              CONSOLIDATED STATEMENT OF INCOME (Unaudited)  
<TABLE>
<CAPTION>
                                                    Three Months                   Six Months
                                                    Ended June 30,               Ended June 30,
                                                    --------------               --------------
                                                    1998      1997               1998      1997
<S>                                            <C>          <C>             <C>         <C>
INTEREST AND DIVIDEND INCOME   
Interest and fees on loans                      $ 2,501,989  $2,367,310      $4,928,754  $4,589,517
Interest-bearing deposits in other banks             62,299       6,271         123,430      12,008
Federal funds sold and securities                                              
  purchased under agreement to resell               140,720      30,479         269,497      47,128
Investment securities:
  Taxable                                           293,719     290,823         568,568     600,126
  Exempt from federal income tax                     48,126      62,644          99,637     128,496
                                                -----------  ----------      ----------  ----------
        Total interest income                     3,046,853   2,757,527       5,989,886   5,377,275
                                                -----------  ----------      ----------  ----------
INTEREST EXPENSE
Deposits                                          1,345,010   1,159,588        2,657,603  2,283,364
Borrowed funds                                            -         670                -      5,582
Securities sold under agreements to repurchase       17,942           -           28,717          -
                                                -----------  ----------      -----------  ---------
        Total interest expense                    1,362,952   1,160,258        2,686,320  2,288,946
                                                -----------  ----------      -----------  ---------
NET INTEREST INCOME                               1,683,901   1,597,269        3,303,566  3,088,329

Provision for loan losses                            91,500     136,500          181,000    271,500
                                                -----------  ----------      -----------  ---------
NET INTEREST INCOME AFTER PROVISION 
  FOR LOAN LOSSES                                 1,592,401   1,460,769        3,122,566  2,816,829
                                                -----------  ----------      -----------  ---------
OTHER INCOME
Service charges on deposit accounts                  56,339      56,062          104,067    106,748
Gain on loans available for sale                     12,717       6,037           85,409     20,031
Other operating income                              124,824      97,228          241,903    199,384
                                                -----------  ----------      -----------  ---------
  Total other income                                193,880     159,327          431,379    326,163
                                                -----------  ----------      -----------  ---------
OTHER EXPENSES
Salaries and employee benefits                      490,024     494,286        1,001,949  1,027,730
Occupancy expense, net                               82,617      84,011          170,147    169,713
Furniture and equipment expense                      88,082      82,468          170,999    152,651
Operations of other real estate                      14,111       3,107           46,808     11,891
Other operating expense                             390,884     337,050          722,272    632,787
                                                 ----------  ----------        ---------  ---------
        Total other expenses                      1,065,718   1,000,922        2,112,175  1,994,772
                                                 ----------  ----------        ---------  ---------
Income before income taxes                          720,563     619,174        1,441,770  1,148,220
Income tax expense                                  222,400     189,400          456,535    351,100
                                                 ----------  ----------        ---------  ---------
NET INCOME                                       $  498,163  $  429,774       $  985,235 $  797,120
                                                 ==========  ==========       ========== ==========
 NET EARNINGS PER SHARE                          $     0.68  $     0.59       $     1.35 $     1.10
                                                 ==========  ==========       ========== ==========

</TABLE>
See accompanying notes to consolidated financial statements.



                                        4

<PAGE>
                               Dimeco, Inc.
                    STATEMENT OF CASH FLOWS (Unaudited)

                                                         Six Months
                                                        Ended June 30,
                                                      1998         1997
                                                     ------       ------
OPERATING ACTIVITIES
Net income                                         $ 985,235    $  797,120
Adjustments to reconcile net income to 
  net cash provided by operating activities:
    Provision for loan losses                        181,000       271,500
    Depreciation                                     167,805       166,279
    Amortization of investments, net                (283,861)       (2,902)
    Decrease (increase) in accrued 
       interest receivable                            10,719        28,028
    Net (increase) decrease in loans 
       available for sale                           (766,858)        1,979
    Amortization of net deferred loan 
       origination fees                              (18,388)      (38,446)
    Other, net                                      (157,147)     (206,673)
                                                   ---------    ----------
        Net cash provided by operating 
           activities                                118,505     1,016,885
                                                   ---------    ----------
INVESTING ACTIVITIES
Investment securities available for sale:
  Proceeds from maturities or paydowns 
   of investment securities                        48,297,286   13,247,217
  Purchase of investment securities               (48,050,000) (11,250,265)
Investment securities:
  Proceeds from maturities or paydowns 
   of investment securities                         2,940,000    7,461,001
  Purchase of investment securities                (2,871,368)    (500,000)
Net increase in loans                              (3,835,649)  (7,181,790)
Purchase of premises and equipment                   (168,529)     (98,680)
Proceeds from sale of other real estate                14,350            -
                                                   ----------   ----------
        Net cash provided by (used for)
            investing activities                   (3,673,910)   1,677,483
                                                   ----------   ----------
FINANCING ACTIVITIES
Increase (decrease) in deposits, net                7,840,874    3,937,693
Increase in securities sold under
  agreements to repurchase                          1,512,734            -
Decrease in short term borrowings                    (785,000)           -
Proceeds from dividend reinvestment plan              125,868      103,532
Dividends paid                                       (364,879)    (260,038)
Purchase Treasury Stock                                     -     (148,400)
                                                   ----------   ----------
  Net cash provided by financing activities         8,329,597    3,632,787
                                                   ----------   ----------
        Increase (decrease) in cash 
           and cash equivalents                     4,774,192    6,327,155

Cash and cash equivalents at beginning 
   of period                                        4,480,550    6,513,692
                                                   ----------  -----------
Cash and cash equivalents at end of period         $9,254,742  $12,840,847
                                                   ==========  ===========

See accompanying notes to consolidated financial statements.




                                    5
<PAGE>
<TABLE>
<CAPTION>
                                                Dimeco, Inc.
                         CONSOLIDATED STATEMENT OF CHANGES IN STOCK HOLDERS' EQUITY






                                Common       Capital      Retained    Treasury   Net Unrealized     Total        Comprehensive
                                 Stock       Surplus      Earnings       Stock     Gain (Loss)   Stockholders'     Income
                                                                                  on Securities    Equity

<S>                          <C>          <C>          <C>          <C>           <C>           <C>           <C>       <C>
Balance, December 31, 1997    $   363,108  $ 2,662,333  $11,547,197  $   (40,407)  $   (11,586)  $14,520,645                  

Net Income                                                  985,235                                  985,235   $   985,235

Net unrealized loss on
securities available 
for sale                                                                                 7,686         7,686         7,686

Dividend reinvestment plan          1,312       84,149                     40,407                    125,868                  

Cash dividends  (.45 per
share)                                                     (327,607)                                (327,607)                 
                              -----------  -----------  -----------  ------------  -----------   -----------   -----------


Balance, June 30, 1998        $   364,420  $ 2,746,482  $12,204,825  $       -     $    (3,900)  $15,311,827   $   992,921
                              -----------  -----------  -----------  ------------  -----------   -----------   -----------

</TABLE>

See accompanying notes to the consolidated financial statements.



                                                            6
<PAGE>
                               Dimeco, Inc.
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE - 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-QSB 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 1997 have been reclassified to conform to 1998
classifications.

NOTE 2 - COMPREHENSIVE INCOME    

On January 1, 1998, the Company adopted the Statement of Financial Standard
No. 130, "Reporting Comprehensive Income."  In adopting Statement No. 130, the
Company is required to present comprehensive income and its components in a
full set of general purpose financial statements.  The Company has elected to
report the effects of Statement No. 130 as part of the Statement of Changes in
Stockholders' Equity.














                                            7



<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
                           Financial Condition
                                    
Total assets at June 30, 1998 increased $9,229,000 or 6.0% to $162,650,000
from the $153,421,000 reported at December 31, 1997.  Management believes that
this is the result of heightened marketing efforts combined with more complete
utilization of the branches which were opened in 1995 and 1996.

Cash and cash equivalents increased $4,774,000 or 106.6% mainly due to
increased amounts in federal funds sold and interest-bearing deposits in other
banks. Management has chosen to invest cash receipts in short-term investments
such as these.  In addition to these liquid investments, in light of the
flattened yield curve, management has used a greater number of investments in
corporate commercial paper.  This type of investment offers a spread to
interest income earned on federal funds sold while maintaining liquidity due
to the shorter term on commercial paper (less than or equal to 270 days). Due to
these short term investments , the available for sale category of investments
shows significant turnover. 

The loan portfolio increased $3,588,000 or 3.3% from December 31, 1997 to June
30, 1998. Sales of residential mortgages of $2,723,000 in the first quarter
were replaced with new residential mortgages during the second quarter,
therefore showing no change in this category year to date.  A variety of
different type loans account for the remaining increase with the largest being
a growth in commercial real estate loans of $3,159,000.  Loan activity in this
category was diversified among various types of businesses including
children's camps, manufacturing concerns, retail stores and nonprofit
agencies.

Total deposits increased $7,841,000 or 5.8% due in part to the increased
effects of additional branches along with normal cyclical commercial customer
balance growth.  This is shown by an increase in noninterest-bearing deposits
of $830,000 or 6.4%.  Interest-bearing accounts increased $7,011,000 or 5.7%
with the greatest change being an increase of $3,741,000 in statement savings
accounts.  Time deposits of less than $100,000 showed growth of $2,047,000
during the same period.  Management believes this increase is due to the 
competitive rates offered on these products.

The Company has been attracting liabilities in the form of securities sold
under agreements to repurchase in conjunction with a sweep arrangement for
commercial customers.    This product offering has increased balances of this
type $1,513,000 since December 31, 1997.

Equity capital increased  $791,000 or 5.5% since December 31, 1997, primarily
the result of net earnings for the period of $985,000.  Dividends of $328,000
were declared during the first half of 1998 with the reinvestment of dividends
through the plan contributing back $126,000.  

Management monitors risk-based capital and leverage capital ratios in order to
assess compliance with regulatory guidelines.  At June 30, 1998, the bank had
total risk-based capital of 12.8%, 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 11.6% of this requirement at June
30, 1998.  Additionally, the Company must maintain a minimum leverage capital
ratio of 3%.  As of June 30, 1997 the Company's leverage capital ratio was
9.4%.


                                       8
<PAGE>
                           Results of Operation

Comparison of the Six Months Ended June 30, 1998 and 1997.

The Company earned $985,000 for the six months ended June 30, 1998, an
increase of $188,000 or 23.6% from the $797,000 reported for the first half of
1997.  

Interest and fees earned on loans increased $339,000 or 7.4% due to an
increase of $7,153,000 in balances of the average loan portfolio.  The average
rate earned on loans increased slightly from 8.65% in 1997 to 8.72% in 1998.
Interest earned on interest-bearing balances and federal funds sold increased
significantly from $59,000 in 1997 to $393,000 in 1998 due to larger balances
in these types of accounts coupled with an average rate increase of 0.8% from
1997 to 1998.
 
The net interest margin increased $215,000 or 7.0% from 1997 to 1998 as a
result of the net effect of volume increases of $18,015,000 in average earning
assets and $15,944,000 in average costing liabilities which were offset by
rate decreases in earning assets of .13% and increases of .15% in costing
liabilities.    

The provision for loan losses decreased $91,000 or 33.3% from 1997 to 1998. 
Our internal evaluation of the allowance for loan loss indicates that the
current allowance is adequate and that the provision expense is sufficient.
Management had previously taken an aggressive stand in charging off any loans
that qualified under more stringent charge-off guidelines and feels that this
policy has strengthened the quality of the remaining loan portfolio.   The
level of the allowance for loan loss as a percentage of total loans at June 
30, 1998 was 1.42% compared with 1.25% at June 30, 1997. 

Gains (losses) on loans held for sale increased  $65,000 in 1998 from 1997. 
The Company sold loans with balances of $5,660,000 in 1998 as compared to
$2,015,000 in 1997.  The larger volume of loans coupled with quicker
turnaround time to sell, which has the affect of limiting risk of market loss
on the sales, is the main reason for this increase.

Other operating income increased $43,000 or 21.3% from 1997 to 1998.  A
variety of different categories accounted for this, including $13,000 increase
in participation service fees (servicing of loans which have been sold in the
secondary market), $9,000 fees on ATM usage fees which were not charged in
1997, $9,000 in additional fees received by participation in the MasterCard
network and $13,000 greater fees earned on mutual fund sales. 

Other operating expense increased $89,000 or 14.1% from 1997 to 1998.  Legal
fees increased $14,000 due to consulting services in connection with loan
collection and product review.  ATM fees paid for inclusion in the network
increased $10,000 from 1997 to 1998 with the addition of three ATM machines in
the past year.  Postage expenses increased $10,000 with a greater number of
statements mailed due to the greater number of accounts.  Travel expenses
connected with education for new software systems increased with a one-time
addition of $12,000 caused by the need for extensive off-site training on the
new mortgage platform system.  Changes in various other categories account for
the remaining increase, with no one category being a significant dollar
amount.


                                      9
<PAGE>
Comparison of Three Months Ended June 30, 1998 and 1997

Total interest income increased $289,000 or 10.5% from 1997 to 1998.  This
increase is due to increased average volume of $17,297,000 which is offset by
decreased average interest rates received of 0.16% for 1998 as compared to
1997.  At the same time interest expense increased $202,694 or 17.5% with the
average deposits in 1998 increasing $17,110,000 or 13.6% from the 1997 average
balances.  In addition to larger balances, the average interest rates paid in
1998 were 3.8% as compared to 3.7% in 1997.  With increased competition for
deposit dollars, management has been aggressive in pricing deposits and in
addition has introduced securities sold under agreement to repurchase for
commercial customers which was not offered in the second quarter of 1997.  

The provision for loan loss decreased $45,000 or 33.0% in 1998 as compared to
1997.  As mentioned above, management's evaluation of the allowance for loan
loss shows that this decrease is warranted.  

Other operating income increased $28,000 or 28.4% from 1997 to 1998.  As
mentioned in the six month discussion, this increase is due to participation
service fee increases of $6,000, MasterCard interchange fees of $6,000 (which
the Company did not offer in 1997), additional fees generated by initiating an
ATM fee for noncustomers of $5,000 and increased income on sales of mutual
fund products of $15,000.   Other income items showed smaller increases. 
These increases were offset by decreases of $5,000 in insurance sales
commissions and $4,000 in credit card fees from commercial customers.

Other operating expense increased $54,000 or 16.0% with increased expense
attributable to the same line items as discussed in the six month comparison. 
Legal expense increased $12,000 due to more aggressive loan collection efforts
and additional inquiry into product review.  

ATM network fees increased $6,000 or 38.5% due to the larger number of ATM
machines operated in 1998.  Outside professional fees showed a decrease of
$7,000 from 1997 to 1998 with less emphasis on consultants for team building
and marketing.  Travel expenses increased $7,000 in 1998 due to off-site
training on the new loan platform system.  Various other categories showed
increases in costs from 1997 to 1998 with no one item being of a significant
dollar amount.












                                       10
<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 June 30, 1998
compared to December 31, 1997:

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

   Cash and due from banks                       $  1,663       $  1,359
   Interest-bearing deposits with 
       other banks                                  4,762          3,122
   Federal funds sold                               2,830              0
   Mortgage loans held for sale                       924            157
   Investment securities maturing in 
       One year or less                            25,914         27,212
                                                 --------       --------
                                                   36,093         31,850
   Less short-term borrowings                       3,118          2,390
                                                 --------       --------
   Net liquidity position                        $ 32,975       $ 29,460
                                                 ========       ========
   As a percent of total assets                      20.3%          19.2%

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.














                                           11
<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 June
30, 1998 and December 31, 1997.  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.

                                                June 30,      December 31,
                                                  1998            1997
                                                 ------         ------
                                                (dollars in thousands)

  Loans on nonaccrual basis                      $  976         $  819  
  Loans past due 90 days or more                    898            755  
  Renegotiated loans                              1,200          1,219  
                                                 ------         ------
       Total nonperforming loans                  3,074          2,793  
  Other real estate                                 782            626  
  Repossessed assets                                 22              -  
  Nonaccrual securities                               -              -
                                                 ------         ------
        Total nonperforming assets               $3,878         $3,419  
                                                 ======         ======

  Nonperforming loans as a percent
    of total loans                                  2.7%           2.6%
                                                 ======         ======

  Nonperforming assets as a percent 
    of total assets                                 2.4%           2.2%  
                                                 ======         ======

  Allowance for loan loss as a percent 
    of loans                                       1.42%          1.39%  
                                                 ======         ======

Management believes the level of the allowance for loan losses at June 30,
1998 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 $960,000 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 $181,000.  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 (ii)
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.









                                       12

<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

             The following represents the results of matters submitted to a    
             vote of the shareholders at the annual meeting held on April 23,  
             1998:

             Election of Directors:
             The following directors were elected with terms to expire April,  
             2000:

                                        For       Withhold Authority           
                                     ---         ------------------
             William E. Schwarz   526,679.6766     5,679.9717
             Henry M.Skier        525,968.3391     6,391.3092
             Gerald J. Weniger    526,679.6766     5,679.9717

             S.R. Snodgrass, A.C. was selected as the Company's independent   
             auditors for the year ending December 31, 1998 by the following   
             vote:

             For:              532,359.6483
             Against:                0.0000
         
  Item 5-  Other information
 
           NONE

  Item 6-  Exhibits and Reports on Form 8-K

           NONE













                                     13

<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:  August 6, 1998                By:\s\ Joseph J. Murray
                                        ---------------------------
                                        Joseph J. Murray
                                        President and Chief Executive Officer



Date:  August 6, 1998                By:\s\ Maureen H. Beilman
                                        ---------------------------
                                        Maureen H. Beilman
                                        Controller/Treasurer









                                      14


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<ARTICLE> 9
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               JUN-30-1998
<CASH>                                       1,662,715
<INT-BEARING-DEPOSITS>                       4,762,027
<FED-FUNDS-SOLD>                             2,830,000
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<TOTAL-ASSETS>                             162,650,161
<DEPOSITS>                                 142,942,260
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                                0
                                          0
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