PRESTIGE FINANCIAL CORP
10-Q, 1997-05-14
STATE COMMERCIAL BANKS
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                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM 10-Q

               QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended  March 31, 1997      Commission File Number  0-22186

                         Prestige Financial Corp.
          (Exact name of Registrant as specified in its charter)


New Jersey                                               22-3216510
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)



1 Royal Road  P.O. Box 2480  Flemington, New Jersey           08822
(Address of principal executive offices)                    (Zip Code)



Registrant's telephone number, including area code     908-806-6200


                                N / A
Former  name, former address and former fiscal year, if changed since  last
report

Indicate  by  check mark whether the registrant (1) has filed  all  reports
required to be filed by section 13 or 15 (d) of the Securities Exchange Act
if 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to
such filing requirements for the past 90 days.

                                                  Yes   X    No

The  number  of shares outstanding of the Registrant's common stock,  being
the  only class of capital stock outstanding, was as follows as of  May  1,
1997:

Common Stock (par value $.01)                      3,231,173   Shares

                                      1

<PAGE>

Table of Contents                                                    Page


Part I.   Financial information

Item 1.   Financial statements

          Consolidated Statements of Financial Condition as
          of March 31, 1997, December 31, 1996 and
          March 31, 1996                                              3

          Consolidated Statements of Income for the Three Months
          Ended March 31, 1997 and 1996                               4

          Consolidated Statements of Changes in Stockholders'
          Equity for the Three Months Ended March 31,
          1997 and 1996                                               5

          Consolidated Statements of Cash Flows for the Three
          Months Ended March 31, 1997 and 1996                        6

          Notes to Consolidated Financial Statements                  7

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

Item 3.   Quantitative and Qualitative Disclosures About Market Risk  16

Part II.  Other information

Item 6.   Exhibits and reports on Form 8-K                            17

Signatures                                                            18
                            
                                      2

<PAGE>

Item 1.  Financial Statements                                                
                                                                             
Prestige Financial Corp. and Subsidiary
                                                                             
Consolidated Statements of Financial Condition
(Unaudited)
                                                                             
(Dollars in thousands)
<TABLE>                                                                      
<CAPTION>                              03/31/97       12/31/96       03/31/96
<S>                                      <C>            <C>            <C>     
ASSETS:                                                                      
                                                                             
  Cash and due from banks                $7,464         $9,579         $5,239
  Federal funds sold and                  4,230          8,950          3,200
  short-term investments
                                                                             
    Total cash and cash                                 
    equivalents                          11,694         18,529          8,439
  Loans held for sale, net               15,241         15,013         11,658
  Investment securities held                                                 
  to maturity, net:
    Taxable                             
     (Market value $71,053,                                                  
     $64,744, and $57,500                                                    
     respectively)                       71,859         64,943         57,955 
    Exempt from Federal                  
    income tax
     (Market value $4,798,                                                   
     $3,937 and $918                                                         
     respectively)                        4,794          3,931            908
  Loans, net                            125,503        123,455        107,711
  ...Less allowance for loan losses       1,598          1,592          1,355
  Net loans                             123,905        121,863        106,356
  Premises and equipment, net             2,717          2,490          2,046
  Accrued interest receivable             1,564          1,538          1,184
  Other assets                            5,039          1,210            932
                                                                             
  TOTAL ASSETS                         $236,813       $229,517       $189,478
                                                                             
LIABILITIES AND STOCKHOLDERS' EQUITY:
                                                                             
LIABILITIES                                                                  
  Deposits:                                                                  
    Non-interest bearing                 32,565         35,318         21,040
    Interest bearing                    186,168        177,278        154,464
  Total deposits                        218,733        212,596        175,504
  Accrued interest payable                  315            308            301
  Accrued expenses and                                                       
    other liabilities                     1,174            903            677
  TOTAL LIABILITIES                     220,222        213,807        176,482
                                                                             
STOCKHOLDERS' EQUITY                                                         
                                                                             
  Common stock, par value                                                    
  $.01; 5,000,000 shares authorized;
  2,690,683, 2,661,331 and 2,017,015   
  shares issued and outstanding at                                             
  March 31, 1997, December 31, 1996 
  and March 31, 1996, respectively           27             27             20
  Paid in capital                        13,961         13,581         11,989
  Retained earnings                       2,603          2,102            987
  TOTAL STOCKHOLDERS' EQUITY             16,591         15,710         12,996
                                                                             
  TOTAL LIABILITIES AND               
  STOCKHOLDERS' EQUITY                 $263,813       $229,517       $189,478
                                                                             
</TABLE>
                                                                             
See accompanying notes to Consolidated Financial Statements
                                                                             
                                             3                               
                                                                          
<PAGE>                                                                          
                                                                          
Prestige Financial Corp. and Subsidiary
Consolidated Statements of Income 
(Unaudited)
(Dollars in thousands, except per share data)
                                                                          
<TABLE>                                                                     
                                                                          
                                                                          
<CAPTION>                                            Three Months Ended
                                                          March 31,
                                                       1997      1996     
<S>                                                   <C>       <C>             
Interest income:                                                          
  Loans                                               $3,266    $2,703    
  Federal funds sold and short-term                          
  investments                                            114       134
  Investment Securities:                                                  
    Taxable                                            1,065       753    
    Exempt from Federal income tax                        43        14    
  TOTAL INTEREST INCOME                                4,488     3,604    
                                                                          
Interest expense:                                                         
  Deposits                                             2,069     1,752    
  TOTAL INTEREST EXPENSE                               2,069     1,752    
                                                                          
  Net interest income                                  2,419     1,852    
                                                                          
Provision for loan losses                                 90        45    
  NET INTEREST INCOME AFTER                                               
  PROVISION FOR LOAN LOSSES                            2,329     1,807    
                                                                          
Non-interest income:                                                      
  Service charges on deposit accounts                     86        44    
  Gain on sale of loans                                  438       175    
  Other income                                            34        10    
  TOTAL NON-INTEREST INCOME                              558       229    
                                                                          
Non-interest expense:                                                    
  Salaries and employee benefits                         917       675    
  Net occupancy expense                                  354       290    
  Data processing                                         89        62    
  Advertising/business development                        71        39    
  Directors fees                                          56        39    
  Other expenses                                         301       263    
  TOTAL NON-INTEREST EXPENSE                           1,788     1,368    
                                                                          
Income before provision for income taxes               1,099       668    
Provision for income taxes                               398       267    
NET INCOME                                              $701      $401    
Net income per common share:                                              
  Primary                                              $0.25     $0.15    
  Fully diluted                                        $0.25     $0.15    
                                                                          
Weighted average shares                                     
outstanding - primary                               2,833,154  2,590,356
                                                                          
Weighted average shares                                          
outstanding - fully diluted                         2,855,785  2,606,793
                                                                          
</TABLE>
                                                                          
See accompanying notes to Consolidated Financial Statements
                                                                          
                                                                          
                                          4                                  
   
<PAGE>
                                                                            
Prestige Financial Corp. and Subsidiary
Consolidated Statements of Changes in Stockholders' Equity
Three Months Ended March 31, 1997 and 1996 (Unaudited)
(Dollars in thousands)
                                                                                
<TABLE>                                                                         
<CAPTION>                   Number of                                          Total
                             Common       Common     Paid-In     Retained    Stockholders'
                             Shares       Stock      Capital     Earnings     Equity
<S>                         <C>              <C>       <C>           <C>        <C>                     
Balance, December 31, 1995  1,972,539          20      11,354         684       12,058
                                                                                      
  Exercise of warrants          4,400           -          34           -           34
                                                                                      
  Exercise of options             110           -           1           -            1
                                                                                      
  Common stock grants           7,480           -          59           -           59
                                                                                      
  Dividend reinvestment and
   common stock purchase plan  32,486           -         541           -          541
                                                                                      
  Common stock cash dividend        -           -           -        (98)         (98)
                                                                                      
  Net income                        -           -           -         401          401
                                                                                      
Balance, March 31, 1996     2,017,015         $20     $11,989        $987      $12,996
                                                                                      
                                                                                      
Balance, December 31, 1996  2,661,331          27      13,581       2,102       15,710
                                                                                      
  Common stock grants           9,348           -          59           -           59
                                                                                      
  Dividend reinvestment                                                               
   and common stock 
   purchase plan               18,571           -         300           -          300
                                                                                      
  Common stock issued          
   under 401(k) plan            1,433           -          21           -           21
                                                                                      
  Common stock cash dividend        -           -           -       (200)        (200)
                                                                                      
  Net income                        -           -           -         701          701
                                                                                      
Balance, March 31, 1997     2,690,683         $27     $13,961      $2,603      $16,591

</TABLE>

                                          5

<PAGE>

Prestige Financial Corp. and Subsidiary                                
Consolidated Statements of Cash Flow
Three Months Ended March 31, 1997 and 1996
(Unaudited)
(Dollars in thousands)
                                                                       
<TABLE>                                                                       
<CAPTION>                                             Three Months Ended
                                                           March 31,
                                                       1997        1996
<S>                                                <C>         <C>          
Cash flows from operating activities:                                  
   Net income                                          $701        $401
   Adjustments to reconcile net income to net                          
    cash (used in) provided by
    operating activities:                                              
      Provision for loan losses                          90          45
      Depreciation and amortization                     103          80
      Amortization (accretion) of investment            
       securities premiums and discounts, net           167          51
      Amortization of organizational costs                4           4
      Increase in accrued interest receivable          (26)       (226)
      (Increase) decrease in other assets           (3,833)         968
      Gain on sale of loans                           (438)       (175)
      Proceeds from sale of loans held for sale       8,323       2,706
      Net increase in loans held for sale           (8,113)     (3,948)
      Increase in accrued interest payable                7          52
      Increase in accrued expenses and other            
       liabilities                                      271         120
      Decrease in deferred loan fees and unearned        
       discounts                                       (91)       (101) 
   Common stock grants                                   59          59
   NET CASH (USED IN) PROVIDED BY OPERATING        
    ACTIVITIES                                      (2,776)          36     
                                                                       
Cash flows from investing activities:                                  
   Proceeds from maturities of investment             
    securities                                        5,612       6,351
   Principal paydowns on mortgage-backed              
    securities                                        1,546         646
   Purchases of investment and mortgage-backed      
    securities                                     (15,104)    (22,641)
   Net increase in loans                            (2,041)     (4,279)
   Capital expenditures                               (330)       (195)
   NET CASH USED IN INVESTING ACTIVITIES           (10,317)    (20,118)
                                                                       
Cash flows from financing activities:                                  
   Net increase in demand deposits, MMA, NOW and      
    savings accounts                                  3,589       1,102
   Net increase in certificates of deposit            2,548      10,885
   Proceeds from issuance of common stock, net          321         576
   Dividends paid                                     (200)        (98)
  NET CASH PROVIDED BY FINANCING ACTIVITIES           6,258      12,465
                                                                       
   Decrease in cash and cash equivalents            (6,835)     (7,617)
                                                                       
Cash and cash equivalents at begining of year        18,529      16,056
Cash and cash equivalents at end of period          $11,694      $8,439
Supplemental disclosure of cash flow information-                      
   Cash paid during the year for:                                      
      Interest                                       $2,062      $1,700
      Income taxes                                       85          10
                                                                       
                                                                       
</TABLE>
                                                                       
See accompanying notes to Consolidated Financial Statements
                                                                       
                                       6                                
                                                                       
                                                                       
<PAGE>
                  Prestige Financial Corp. and Subsidiary

                Notes to Consolidated Financial Statements
                                (Unaudited)

1.   Principles of consolidation

Prestige  State Bank (the "Bank") is a wholly-owned subsidiary of  Prestige
Financial   Corp.    The  accompanying  unaudited  consolidated   financial
statements  include  the  accounts  of Prestige  Financial  Corp.  and  its
subsidiary (the "Corporation").  All significant intercompany accounts  and
transactions have been eliminated in consolidation.

2.   Basis of presentation

The  accompanying  unaudited financial statements  have  been  prepared  in
accordance  with  generally  accepted  accounting  principles  for  interim
financial  information.   Accordingly,  they do  not  include  all  of  the
information  and  footnotes  required  by  generally  accepted   accounting
principles   for  complete  financial  statements.   In  the   opinion   of
management,  all  adjustments  (consisting of  normal  recurring  accruals)
considered  necessary  for a fair presentation of the financial  statements
have been included.  Operating results for the three months ended March 31,
1997 are not necessarily indicative of the results that may be expected for
the year ended December 31, 1997.

3.   Stockholders' Equity

On  February 24, 1997 the Board of Directors approved a 7.5 cent per  share
cash  dividend  on  common stock, paid March 31, 1997  to  shareholders  of
record at March 20, 1997.  Also on February 24, 1997 the Board of Directors
approved  a  six-for-five  stock  split,  distributed  April  18,  1997  to
shareholders of record at April 9, 1997.

4.   Recent Accounting Pronouncements

In  February  1997, the Financial Accounting Standards Board (FASB)  issued
Statement  of Financial Accounting Standards (SFAS) No. 128, "Earnings  Per
Share".   SFAS No. 128 supersedes Accounting Principles Board  Opinion  No.
15,  "Earnings Per Share", and specifies the computation, presentation, and
disclosure  requirements  for earnings per share (EPS)  for  entities  with
publically  held  common stock or potential common  stock.   SFAS  No.  128
replaces Primary EPS and Fully Diluted EPS with Basic EPS and Diluted  EPS,
respectively.  SFAS No. 128 also requires dual presentation  of  Basic  and

                                    7
<PAGE>

Diluted  EPS on the face of the income statement for entities with  complex
capital structures and a reconciliation of the information utilized  to  to
calculate Basic EPS to that used to calculate Diluted EPS.

SFAS  No.  128  is  effective for periods ending after December  15,  1997.
Earlier application is not permitted.  After adoption, all prior period EPS
is  required  to be restated to conform with SFAS No. 128.  The Corporation
will  adopt SFAS No. 128 at December 31, 1997 and expects that the adoption
will  result  in  Basic EPS being higher than Primary EPS and  Diluted  EPS
being approximately the same as Fully Diluted EPS.

SFAS  No. 129, "Disclosure of Information About Capital Structure" was also
issued  in  February  1997.  SFAS No. 129 is effective for  periods  ending
after  December  15, 1997.  SFAS No. 129 lists required  disclosures  about
capital structure that had been included in a number of separate statements
and opinions of authoritative accounting literature.  As such, the adoption
of  SFAS  No.  129  is  not expected to have a significant  impact  on  the
disclosures in the financial statements of the Corporation.

                                      8

<PAGE>

                  Prestige Financial Corp. and Subsidiary

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

At March 31, 1997, total assets had reached $236.8 Million which was a $7.3
Million,  or 3%, increase as compared to the December 31, 1996  balance  of
$229.5 Million; and a $47.3 Million, or 25%, increase when compared to  the
March  31, 1996 balance of $189.5 Million. This growth was funded primarily
from  deposits (mainly "core" demand and time accounts) which increased  by
$6.1  Million,  or 3%, to $218.7 Million at March 31, 1997 as  compared  to
$212.6  Million at December 31, 1996; and by $43.2 Million,  or  25%,  when
compared  to the March 31, 1996 balance of $175.5 Million. The  opening  of
the  Corporation's  fourth location in Clinton  Township  in  May  of  1996
contributed to this growth as did several CD promotions.

Total Stockholders' Equity stood at $16.6 Million as of March 31, 1997  and
was  $.9  Million,  or 6%, higher than the year-end 1996 balance  of  $15.7
Million;  and $3.6 Million, or 28%, higher than the March 31, 1996  balance
of $13.0 Million.  These increases were primarily attributable to increased
earnings,  dividends  reinvested  and  optional  cash  purchases  made   by
shareholders in accordance with the Corporation's Dividend Reinvestment and
Common Stock Purchase Plan, partially offset by cash dividends paid.

Within  the  asset composition, the above growth was primarily utilized  to
fund increases in the loan and investment portfolios.  As of March 31, 1997
outstanding  loans, including loans held for sale, totaled  $140.7  Million
which  was $2.2 Million, or 2%, more than the December 31, 1996 balance  of
$138.5 Million; and $21.3 Million, or 18%, greater than the March 31,  1996
balance  of  $119.4 Million. Loan growth was positively effected  by  Small
Business  Administration (SBA) loan production, as the  Bank  continued  to
benefit from its "Preferred SBA Lender" status.

Loans  held  for  sale totaled $15.2 Million at March 31,  1997  vs.  $15.0
Million  at  December 31, 1996 and $11.7 Million at March  31,  1996.   The
loans  held  for  sale category is comprised primarily of SBA  loans  which
provide  attractive  yields  as well as a ready  source  of  liquidity  and
potential gains on sales.

Investment  securities (all classified as held to maturity)  at  March  31,
1997  amounted  to $76.7 Million, an increase of $7.8 Million,  or  11%  as
compared  to the December 31, 1996 balance of $68.9 Million; and higher  by
$17.8  Million,  or 30%, when compared with the March 31, 1996  balance  of
$58.9  

                                      9

<PAGE>                       

Million.   This  growth  resulted primarily  from  the  purchase  of
securities  issued  by  the  United States  government  and  its  agencies,
including   mortgage-backed  securities  and  SBA  guaranteed   loan   pool
certificates.

At  March 31, 1997, other assets totaled $5.0 Million, an increase of  $3.8
Million  versus  the  December 31, 1996 balance of  $1.2  Million,  and  an
increase  of $4.1 Million when compared with the March 31, 1996 balance  of
$.9  Million.  These increases are primarily attributable to an  investment
in corporate owned life insurance.

At March 31, 1997, the allowance for loan losses stood at $1.598 Million --
$6  Thousand more than the year-end 1996 figure of $1.592 Million and  $243
Thousand  more  than  the  March 31, 1996 balance of  $1.355  Million.  The
increase in the first three months of 1997 from year-end 1996 resulted from
provisions  of  $90  Thousand less net charge-offs  of  $84  Thousand.  The
allowance as a percentage of total outstanding loans as of March  31,  1997
was  1.14%  as compared to 1.15% as of December 31, 1996, and 1.14%  as  of
March 31, 1996.

Non-performing loans consist of loans on which the accrual of interest  has
been  discontinued, or loans on which interest is still being  accrued  but
that are contractually past due 90 days or more as to interest or principal
payments.   Non-performing loans totaled $839 Thousand at  March  31,  1997
compared with $810 Thousand at December 31, 1996 and $175 Thousand at March
31,  1996.   Non-accrual loans (also classified as impaired loans)  totaled
$454 Thousand (approximately .33% of total loans) as of March 31, 1997  and
December 31, 1996, and $164 Thousand (.14% of total loans) as of March  31,
1996.   Of  the $454 Thousand in non-accrual loans at March 31, 1997,  $144
Thousand is fully guaranteed by the SBA.

Considering the information in the previous two paragraphs as well as other
relevant factors, management believes that the allowance for loan losses is
adequate.   While  management uses available information to  determine  the
adequacy of the allowance, future additions may occur based upon growth  in
the  loan portfolio or changes in loan quality resulting from circumstances
beyond the Corporation's control such as changes in economic conditions  in
the  region  in  which  the Corporation conducts  business.   In  addition,
various  regulatory  agencies, as an integral  part  of  their  examination
process,  periodically review the Bank's allowance for loan  losses.   Such
agencies may require the Bank to recognize additions to the allowance based
on  their  judgments of information available to them at the time of  their
examination.

                                     10

<PAGE>

Capital Adequacy.

The  Federal Reserve Board (FRB) in the case of bank holding companies such
as  the Corporation and the Federal Deposit Insurance Corporation (FDIC) in
the  case  of state banks such as the Bank have adopted risk-based  capital
guidelines which require a minimum ratio of 8% of total risk-based  capital
to  assets, as defined in the guidelines.  At least one half of  the  total
capital,  or  4%,  is  to  be  comprised of common  equity  and  qualifying
perpetual preferred stock, less deductible intangibles (Tier 1 capital).

Risk-based capital ratios are expressed as percentages of capital to  "risk
adjusted  assets" and therefore relate capital to the risk factors inherent
within  a  company's asset base, including off-balance sheet risk exposure.
Various  weightings are assigned to different asset categories as  well  as
off-balance  sheet  exposure depending upon the risk associated  with  each
category.  In  general, less capital is required for  a  less  risky  asset
composition.

At  March  31, 1997, the Corporation's and the Bank's core (Tier  1)  risk-
based  capital  ratios were 11.42% and 10.55%, respectively, versus  11.69%
and  10.89% at December 31, 1996; and 11.16% and 9.90% at March  31,  1996.
These  ratios compare favorably to a minimum of 4% as required by  the  FRB
and the FDIC.

At March 31, 1997, the Corporation's and the Bank's total (Tier 1 plus Tier
2)  risk-based capital ratios were 12.52% and 11.65%, respectively,  versus
12.87% and 12.08% at December 31, 1996; and 12.33% and 11.07% at March  31,
1996.   These ratios also compare favorably to a minimum of 8% as  required
by the FRB and the FDIC.

The  FRB  and the FDIC have supplemented the risk-based capital  guidelines
with  an additional capital ratio referred to as the leverage ratio or core
capital  ratio.  The regulations require financial institutions to maintain
a  minimum leverage ratio of 4% to 5%, depending upon the condition of  the
institution.

At  March  31, 1997, the Corporation's and the Bank's leverage ratios  were
7.14% and 6.62%, respectively, versus 7.01% and 6.55% at December 31, 1996;
and  6.84%  and  6.10%  at  March 31, 1996.  Again,  these  ratios  compare
favorably with existing guidelines established by the FRB and the FDIC.

The  foregoing  capital  ratios are based in part on specific  quantitative
measures  of  assets, liabilities and certain off-balance  sheet  items  as
calculated  under  regulatory accounting practices.   Capital  amounts  

                                     11

<PAGE>

and classifications  are  subject to qualitative judgments  by  the  regulatory
authorities about capital components, risk weightings and other factors.

Management  believes  that, as of March 31, 1997, the Corporation  and  the
Bank  meet  all  capital adequacy requirements to which they  are  subject.
Further, the most recent FDIC notification characterized the Bank as a well-
capitalized  institution  under the prompt corrective  action  regulations.
There  have  been  no  conditions or events since  that  notification  that
management believes have changed the Bank's capital classification.

It  should  be  noted  that  additional capital  raised  via  the  Dividend
Reinvestment  and  Common  Stock Purchase  Plan  provides  the  ability  to
downstream  capital from Prestige Financial Corp. to the  Bank  should  the
Bank's capital ratios require it.

Liquidity.

The  liquidity position of the Corporation is dependent upon the successful
management  of its assets and liabilities so as to meet the needs  of  both
deposit  and  credit  customers.   Liquidity  needs  arise  principally  to
accommodate  possible deposit outflows and to meet customers' requests  for
loans. Such needs can be satisfied by maturing loans and investments, short
term liquid assets, and the ability to raise short-term funds from external
sources.

So  far,  virtually all funding needs have been met via the acquisition  of
deposits,  and  not through other sources such as borrowings or  securities
sold  under  repurchase agreements.  In addition, the total of  all  liquid
assets  (e.g. Federal funds sold, short term investments, assets  available
for  sale)  as measured against what may be considered volatile liabilities
(i.e.  short  term  $100,000  certificates of deposit)  produced  liquidity
ratios  of 362% for March 31, 1997, versus 401% for December 31, 1996,  and
versus  332% for March 31, 1996.  All of these are considered by management
to be satisfactory.


Interest Rate Sensitivity.

The management of interest rate risk is also important to the profitability
of  the entity.  Interest rate risk arises when an earning asset matures or
has  its  interest rate change in a time period different from  that  of  a
supporting  interest  bearing  liability;  or  when  an  interest   bearing
liability  matures  or  has  its interest rate  change  in  a  time  period
different  from  that  of  an earning asset that it  supports.   While  the
Corporation  does not match 

                                       12


<PAGE>


specific assets and liabilities, total  earning assets  and  interest  bearing 
liabilities are  grouped  to  determine  the overall interest rate risk within 
a number of specific time frames.

Interest sensitivity analysis attempts to measure the responsiveness of net
interest income to changes in interest rate levels.  The difference between
interest sensitive assets and interest sensitive liabilities is referred to
as  the  interest  sensitivity  gap.  At  any  given  point  in  time,  the
Corporation  may be in an asset-sensitive position, meaning  its  interest-
sensitive  assets  exceed  its  interest-sensitive  liabilities;  or  in  a
liability-sensitive  position,  whereby its interest-sensitive  liabilities
exceed  its  interest-sensitive assets.  These  positions  may  expose  the
Corporation  to  possible  future gain or  loss  of  net  interest  income,
depending upon which way interest rates move.

As  of  March 31, 1997 there was a cumulative twelve month gap of  negative
$39.3  Million as compared to a negative $30.6 Million gap as  of  December
31, 1996 and a negative $26.4 Million gap as of March 31, 1996. In each  of
these cases, the percentage of imbalance from a perfectly matched 100%  was
no  more than  25%.  Management does not consider this to be of concern  as
this  represents  what is known as the "static gap" measure  of  assets  to
liabilities.

From  this simplistic static gap viewpoint, a negative gap may be  expected
to cause reductions in net interest income in a rising rate environment and
enhance net interest income in a declining rate environment.  However,  the
repricing  of  liabilities can be, and often are, "lagged"  behind  earning
asset  rate  increases,  or exaggerated when rates decrease,  in  order  to
offset  the gap's effects.  In addition, rate sensitive assets may  reprice
at  different frequencies than rate sensitive liabilities within the twelve
month  time  frame,  further  offsetting  the  gap's  effects.   With  such
considerations  factored into a more meaningful "dynamic  gap"  model,  the
Corporation's March 31, 1997 position indicated that an increase in average
interest  rates  would,  in fact, have a positive impact  on  net  interest
income.   Conversely, a drop in rates would likely have a somewhat negative
impact   on   net  interest  income  over  the  twelve  months  thereafter.
Incidentally, the introduction of a flat interest rate scenario  into  this
dynamic  gap model projects improvement in the net interest margin for  the
twelve  months  thereafter, though not as significant  as  the  improvement
projected in a rising rate environment.


                                       13

<PAGE>

                           Results of Operations

Net  income  for the first three months of 1997 amounted to  $701  Thousand
compared  to  $401  Thousand for the same period in  1996.   Related  fully
diluted  earnings-per-share data were: $.25 per share for the  first  three
months  of  1997 versus $.15 per share for the same period  in  1996.   The
annualized return on average assets was 1.21% and .89% for the first  three
months  of  1997 and 1996, respectively. The annualized return  on  average
shareholders'  equity was 17.45% and 13.06% for the first three  months  of
1997 and 1996, respectively.


Net Interest Income.

The $567 Thousand, or 31%, increase in net interest income reflected in the
first  three months of 1997 (at $2.4 Million) over the same period in  1996
(at  $1.9 Million) was attributable to an increase in higher yielding  loan
and  investment  volume coupled with a decline in the  cost  of  supporting
funds,  as  higher yielding certificates of deposit have run off  and  non-
interest  bearing  demand deposit accounts have grown as  a  percentage  of
total deposit libilities.

Noninterest Income.

For  the  first  three  months of 1997 noninterest  income  increased  $329
Thousand  or  144%  to $558 Thousand, up from $229 Thousand  for  the  same
period in 1996.

This increase was primarily attributable to gains from sales of loans which
amounted to $438 Thousand during the first three months of 1997 versus $175
Thousand  in the first three months of 1996. Virtually all of the  increase
in  gains  on  loan  sales was due to a higher volume  of  loans  sold.  As
discussed earlier, SBA loan production has remained strong, with  the  Bank
recognized  as the leading SBA lender in New Jersey in 1996 and  1995,  and
carrying the designation of "Preferred Lender" in New York and Pennsylvania
as well.

In  addition,  the Corporation's residential mortgage division  contributed
$33 Thousand in gains during the first three months of 1997 vs. $9 Thousand
in  the  first  three  months  of  1996.  Management  expects  the  ongoing
origination  and sale of residential mortgages to help control reliance  on
the  production and sale of SBA loans, with fewer sales allowing the higher
yielding  SBA  loans  to accumulate and help maintain  a  satisfactory  net
interest margin.

                                   14

<PAGE>

Service charges on deposit accounts contributed another $42 Thousand to the
increase  in noninterest income from the three months ended March 31,  1997
compared  to the three months ended March 31, 1996 as a result of increased
volume  as well as more stringent collections of heretofore waived  service
charges, where appropriate.

Noninterest Expense.

For  the first three months of 1997 as compared to the same period in 1996,
total  noninterest  expense increased by $420 Thousand,  or  31%,  to  $1.8
Million from $1.4 Million.

Salaries and benefits accounted for $242 Thousand of the above increase due
to  the  January  1 effective date for all pay increases, the  addition  of
staff  resulting  from the opening of the Clinton Township  branch  in  May
1996,  the adoption of a supplemental executive retirement plan in February
1997,  and overall growth in personnel to service the Corporation's growing
customer base.

Occupancy  related  expenses increased $64 Thousand  for  the  first  three
months  of 1997 versus the same period in 1996 primarily due to the opening
of  the Clinton Township branch and the leasing of additional office  space
in  the Bank's Royal Road Headquarters building.  The additional space  was
necessary  to  house  the  Bank's growing residential  mortgage  operation,
increased  commercial  lending  staff,  and  increased  operational   staff
necessary  to  manage growth in both the number and dollar  volume  of  new
business.

Data  Processing costs contributed another $27 Thousand to the increase  in
noninterest expense from the three months ended March 31, 1997 compared  to
the  three  months ended March 31, 1996, primarily as a result of increased
volume.

Advertising  and business development costs increased by $32  Thousand  for
the three months ended March 31, 1997 versus the same period in 1996 as the
Corporation  continues  to expand its presence in  Hunterdon  and  Somerset
counties and surrounding environs.

Directors  fees grew by $17 Thousand for the three months ended  March  31,
1997  compared to the three months ended March 31, 1996 as a result of  the
adoption of a non-tax qualified retirement plan for outside directors.

As  some  indication of the Corporation's control over noninterest expenses
(though combining it with a measure of the Corporation's ability to produce
noninterest income), the "efficiency ratio" (noninterest expense divided by

                                      15

<PAGE>

the   sum  of  taxable  equivalent  net  interest  income  and  noninterest
income)improved to 59.33% from 60.48% for the first three  months  of  1997
vs.  the first three months of 1996.  More strictly directed at noninterest
expense control, the "overhead ratio" (annualized noninterest expense  over
average  assets for the period)remained consistent at 3.08% for  the  first
three  months  of 1997 as compared to 3.05% for the first three  months  of
1996.

Further  increases  in  noninterest  expense,  particularly  salaries   and
benefits and occupany expenses, are expected as the Corporation expands its
operations  with  two branch locations opening in the new "Prestige  Plaza"
(Edwards Food Store) shopping center on Route 31 in Raritan Township in the
second quarter of 1997, and another branch opening scheduled for the  third
quarter of 1997 on the western side of the Clinton market.

Provisions for Loan Losses.

For the first three months of 1997 as compared to the first three months of
1996,  the  provision for loan losses increased by $90 Thousand. Provisions
are made as necessary to maintain the allowance for loan losses at targeted
levels  as  measured  against total loans and/or  past  due  accounts.   As
discussed previously, the Corporation's non-accrual loans at March 31, 1997
amounted to just .33% of total loans.

Income Tax Expense

Provisions for income tax totaled $398 Thousand for the first three  months
of  1997,  up  from $267 Thousand in the first three months of  1996  as  a
result  of the Corporation's increased taxable earnings.  The Corporation's
effective  tax rate declined to 36.2% for the three months ended March  31,
1997  from 40.0% for the three months ended March 31, 1996.  This  decrease
was primarily attributable to the formation in the third quarter of 1996 of
PSB  Investment  Management, Inc., a wholly-owned subsidiary  of  the  Bank
which  manages  a portfolio of investment securities for its  own  account.
The  earnings of PSB Investment Management, Inc. are taxed by the State  of
New Jersey at a rate of 2.25% as opposed to the 9% state income tax rate to
which the Bank and the Corporation are subject.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

                                      16

<PAGE>

Part II   Other Information


Item 6.   Exhibits and reports on Form 8-K


(a)(11)   Statement on Computation of per-share earnings

           Net  income  per-share is calculated as net  income  divided  by
weighted  average shares outstanding (as adjusted for the assumed  exercise
of  dilutive  common stock equivalents, using the treasury  stock  method).
All  weighted  average shares outstanding reflect the  five-for-four  stock
split effective on April 19, 1996.

(a)(27)   Financial Data Schedule




(b)       No  reports on Form 8-K were filed during the quarter ended
          March 31, 1997.



                                     17

<PAGE>

Prestige Financial Corp.



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.



                                   Prestige Financial Corp.
                                        (Registrant)



                            By:    /s/ Robert J. Jablonski 
                                   Robert J. Jablonski
                                   Chief Executive Officer and
                                   Treasurer/Principal
                                   Financial Officer

Date: April 24,1997
                                 
                                   18


<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
This schedule contains summary financial information extraxted from SEC Form 10Q
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                           7,464
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                 4,230
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                          0
<INVESTMENTS-CARRYING>                          76,653
<INVESTMENTS-MARKET>                            75,851
<LOANS>                                        140,744
<ALLOWANCE>                                      1,598
<TOTAL-ASSETS>                                 236,813
<DEPOSITS>                                     218,733
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                              1,489
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                            27
<OTHER-SE>                                      16,564
<TOTAL-LIABILITIES-AND-EQUITY>                 236,813
<INTEREST-LOAN>                                  3,266
<INTEREST-INVEST>                                1,108
<INTEREST-OTHER>                                   114
<INTEREST-TOTAL>                                 4,488
<INTEREST-DEPOSIT>                               2,069
<INTEREST-EXPENSE>                               2,069
<INTEREST-INCOME-NET>                            2,419
<LOAN-LOSSES>                                       90
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  1,788
<INCOME-PRETAX>                                  1,099
<INCOME-PRE-EXTRAORDINARY>                       1,099
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       701
<EPS-PRIMARY>                                      .25
<EPS-DILUTED>                                      .25
<YIELD-ACTUAL>                                    4.45
<LOANS-NON>                                        454
<LOANS-PAST>                                       384
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                 1,592
<CHARGE-OFFS>                                       87
<RECOVERIES>                                         3
<ALLOWANCE-CLOSE>                                1,598
<ALLOWANCE-DOMESTIC>                             1,598
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                            166
        

</TABLE>


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