PTC BANCORP
10QSB, 1997-11-14
STATE COMMERCIAL BANKS
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                U.S. SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                              FORM 10-QSB

  (Mark One)
  [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997

  [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
       ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO
       _________________


  COMMISSION FILE NUMBER   000-22449

                                 PTC Bancorp
      (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

         Indiana                                        35-1606016
(STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                      IDENTIFICATION NO.)

  Reservoir Hill Road
  9014 State Road 101
  P.O. Box 7
  Brookville, Indiana                                       47012
  (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)               (ZIP CODE)

                                 765-647-3591
                         (ISSUER'S TELEPHONE NUMBER)

                                      NA
             (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
  Section 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
      ---      ---

  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
  PRECEDING FIVE YEARS

  Check whether the registrant filed all documents and reports required to be
  filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution
  of securities under a plan confirmed by a court.
  Yes       No
      ---      ---

  APPLICABLE ONLY TO CORPORATE ISSUERS

  State the number of shares outstanding of each of the issuer's classes of
  common equity, as of the latest practicable date.       1,026,401 shares
  of common stock outstanding on October 30, 1997

  TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT
  (Check one):
  Yes       No  X
      ---      ---

<PAGE>

                              TABLE OF CONTENTS

  Part I

  Item 1.   Financial Statements  . . . . . . . . . . . . . . . . . . . .  3

            Consolidated Balance Sheets . . . . . . . . . . . . . . . . .  3

            Consolidated Statements of Income . . . . . . . . . . . . . .  4

            Consolidated Statements of Changes in Shareholders' Equity  .  5

            Consolidated Statements of Cash Flows . . . . . . . . . . . .  6

            Notes to Consolidated Financial Statements  . . . . . . . . .  7

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

  Part II

  Item 1.   Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . 14

  Item 2.   Change in Securities  . . . . . . . . . . . . . . . . . . . . 14

  Item 3.   Defaults Upon Senior Securities . . . . . . . . . . . . . . . 14

  Item 4.   Submission of Matters to a Vote of Security Holders . . . . . 14

  Item 5.   Other Information . . . . . . . . . . . . . . . . . . . . . . 14

  Item 6.   Exhibits and Reports on Form 8-K  . . . . . . . . . . . . . . 14

  Signatures  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15









                                      2
<PAGE>

  PART I -- FINANCIAL INFORMATION
  Item 1.     Financial Statements

                                 PTC BANCORP
                   CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                            (Dollars in Thousands)
  <TABLE>
  <CAPTION>
  ____________________________________________________________________________________

                                                        September 30,     December 31,
                                                            1997              1996
                                                            ----              ----
  <S>                                                   <C>               <C>
  ASSETS
  Cash and cash equivalents                             $     18,281      $     26,185
  Interest-bearing balances with financial institutions        1,398             1,897
  Available-for-sale securities                               28,132            38,376
  Held-to-maturity securities                                 25,761            25,218
  Total loans                                                220,653           196,963
        Less:  Allowances for loan losses                     (1,969)           (2,000)
                                                        ------------      ------------
              Net loans                                      218,684           194,963
  Premises and equipment, net                                  3,939             3,512
  Accrued interest receivable and other assets                 6,539             6,425
                                                        ------------      ------------
                                                        $    302,734      $    296,576
                                                        ============      ============



  LIABILITIES AND SHAREHOLDERS' EQUITY
  Liabilities
        Deposits                                        $    275,679      $    271,127
        Notes payable                                            250               500
        Accrued interest payable and other liabilities         3,065             3,296
                                                        ------------      ------------
              Total liabilities                              278,994           274,923

  Shareholders' equity
        Common stock                                           1,026             1,024
        Additional paid-in capital                            10,439            10,413
        Retained earnings                                     12,109            10,018
        Net unrealized gain or loss on
          available-for-sale securities                          166               198
                                                        ------------      ------------
              Total shareholders' equity                      23,740            21,653
                                                        ------------      ------------
                                                        $    302,734      $    296,576
                                                        ============      ============

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

                                      3
<PAGE>

                                 PTC BANCORP
                CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
                 (Dollars in Thousands Except Per Share Data)
<TABLE>
<CAPTION>
  _______________________________________________________________________________________________________________________

                                                                   Three Months                      Nine Months
                                                                      Ended                             Ended
                                                                  September 30,                      September 30,
                                                                  -------------                      -------------
                                                             1997              1996              1997             1996
                                                             ----              ----              ----             ----
   <S>                                                <C>              <C>              <C>              <C>
   INTEREST INCOME
            Interest and fees on loans                $        5,017   $        4,312   $        14,316  $        12,648
            Interest on securities                               836              946             2,639            2,696
            Other interest                                        62              135               279              460
                                                      --------------   --------------   ---------------  ---------------
                    Total interest income                      5,915            5,393            17,234           15,804

   Interest expense
            Interest on deposits                               2,976            2,752             8,653            8,074
            Interest on notes payable                              9               13                26               47
                                                      --------------   --------------   ---------------  ---------------
                    Total interest expense                     2,985            2,765             8,679            8,121
                                                      ==============   ==============   ===============  ===============

   Net interest income                                         2,930            2,628             8,555            7,683
            Provision for loan losses                           (210)            (227)             (610)            (616)

   Net interest income after
     provision for loan losses                                 2,720            2,401             7,945            7,067

   Non-interest income
            Service charges and fees
              on deposit accounts                                331              299               944              887
            Mortgage banking income                              360              257               766              577
            Gain/(loss) on securities                              8                4                 8              103
            Other income                                          48               49               142              195
                                                      --------------   --------------   ---------------  ---------------
                    Total non-interest income                    747              609             1,860            1,762

   Non-interest expense
            Salaries and benefits                              1,156            1,045             3,346            3,117
            Occupancy and equipment,
              net                                                306              230               895              682
            FDIC insurance                                         7                1                22                2
            Data processing expense                               98               88               289              266
            Other operating expenses                             509              437             1,366            1,205
                                                      --------------   --------------   ---------------  ---------------
                    Total non-interest
                      expense                                  2,076            1,801             5,918            5,272
                                                      --------------   --------------   ---------------  ---------------

   Income before income taxes                                  1,391            1,209             3,887            3,557
            Less:  income taxes                                 (429)            (363)           (1,185)          (1,166)
                                                      --------------   --------------   ---------------  ---------------

   Net income                                         $          962   $          846   $         2,702  $         2,391
                                                      ==============   ==============   ===============  ===============

   Earnings per share                                 $          .94   $          .82   $          2.64  $          2.31

   Average shares outstanding                              1,025,102        1,032,129         1,024,629        1,034,244

   Dividends per share                                $         .205   $         .165   $          .595  $          .475
                              ___________________________________________________________________________________________
</TABLE>

See accompanying notes to consolidated financial statements.

                                      4
<PAGE>

                                 PTC BANCORP
                    CONSOLIDATED STATEMENTS OF CHANGES IN
                       SHAREHOLDERS' EQUITY (UNAUDITED)
                 (Dollars in Thousands Except Per Share Data)
<TABLE>
<CAPTION>
   ________________________________________________________________________________________________


                                                               Nine Months            Nine Months
                                                                  Ended                  Ended
                                                               September 30,          September 30,
                                                                   1997                   1996
                                                                   ----                   ----
   <S>                                                         <C>                      <C>
   BALANCE JANUARY 1                                           $ 21,653                 $ 19,218

   Net income                                                     2,702                    2,391

   Issuance of stock                                                 28                      485

   Redemption of stock                                                -                     (620)

   Cash dividends paid                                             (610)                    (490)

   Change in net unrealized gain or loss
     on available-for-sale securities                               (33)                    (231)
                                                               --------                 --------
   Balance September 30                                        $ 23,740                 $ 20,753
                                                               ========                 ========









   ________________________________________________________________________________________________
</TABLE>

    See accompanying notes to consolidated financial statements.


                                      5
<PAGE>

                                 PTC BANCORP
              CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                            (Dollars in Thousands)
<TABLE>
<CAPTION>
   ______________________________________________________________________________________________________________

                                                                         Nine Months               Nine Months
                                                                            Ended                     Ended
                                                                         September 30,             September 30,
                                                                             1997                      1996
                                                                             ----                      ----
   <S>                                                                 <C>                       <C>
   CASH FLOWS FROM OPERATING ACTIVITIES:
            Net income                                                 $        2,702            $        2,391
            Adjustments to reconcile net income to net cash
              from operating activities
                    Depreciation                                                  367                       274
                    Provision for loan losses                                     610                       616
                    (Gain)/loss on sale of securities                              (8)                     (103)
                    Amortization of intangible assets                             173                       164
                    Other adjustments                                            (342)                     (787)
                                                                       --------------            --------------
                             Net cash from operating activities                 3,502                     2,555

   CASH FLOWS FROM INVESTING ACTIVITIES
            Proceeds from paydowns and maturities of
              held-to-maturity securities                                       2,873                     5,470
            Proceeds from sales of available-for-sale securities                4,506                     3,381
            Proceeds from paydowns and maturities of
              available-for-sale securities                                     7,728                    12,874
            Purchases of held-to-maturity securities                           (3,416)                  (11,774)
            Purchases of available-for-sale securities                         (1,982)                  (17,116)
            Net change in loans                                               (24,300)                  (16,207)
            Net change in deposits with other financial institutions              499                       294
            Property and equipment expenditures                                  (794)                     (616)
                                                                       --------------            --------------
                    Net cash from investing activities                        (14,886)                  (23,694)

   CASH FLOWS FROM FINANCING ACTIVITIES
            Net change in deposits                                             (2,236)                    6,907
            Deposits assumed in branch acquisition, net of premium paid         6,548                         -
            Dividends paid                                                       (610)                     (490)
            Payments on note payable                                             (250)                     (392)
            Proceeds from issuance of stock                                        28                       485
            Redemption of stock                                                     -                      (620)
                                                                       --------------            --------------
                    Net cash from financing activities                          3,480                     5,890
                                                                       --------------            --------------

   Net change in cash and cash equivalents                                     (7,904)                  (15,249)

   Cash and cash equivalents at beginning of period                            26,185                   (24,474)
                                                                       --------------            --------------

   Cash and cash equivalents at end of period                          $       18,281            $        9,225
                                                                       ==============            ==============
   ______________________________________________________________________________________________________________
   </TABLE>

   See accompanying notes to consolidated financial statements.

                                      6
<PAGE>

                                 PTC BANCORP
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  NOTE 1 - BASIS OF PRESENTATION

  The consolidated financial statements include the accounts of PTC Bancorp
  (the "Company") and its wholly owned subsidiary, Peoples Trust Company (the
  "Bank").  All significant intercompany accounts and transactions have been
  eliminated.

  These financial statements were prepared in accordance with the instructions
  for Form 10-QSB and, therefore, do not include all of the disclosures
  necessary for a complete presentation of financial position, results of
  operations and cash flows in conformity with generally accepted accounting
  principles.  These financial statements have been prepared on a basis
  consistent with the annual financial statements and include, in the opinion
  of management, all adjustments, consisting of only normal recurring
  adjustments, necessary for a fair presentation of the results of operations
  and financial position at the end of and for the periods presented.


  NOTE 2 - PENDING ACCOUNTING CHANGES

  The Company does not expect the anticipated adoption of any newly issued
  accounting standards to have a material impact on future operations or
  financial position.


  NOTE 3 - EARNINGS PER SHARE

  Earnings per share have been computed based upon the weighted average number
  of shares outstanding during the periods presented, adjusted for any stock
  dividends.  Common stock equivalents are not materially dilutive.


  NOTE 4 - PENDING BUSINESS COMBINATION

  On October 8, 1997, the Company agreed to merge with Indiana United Bancorp
  ("IUB").  IUB is a bank and thrift holding company located in Greensburg,
  Indiana.  Under terms of the agreement, each outstanding common share of PTC
  Bancorp, including shares outstanding under option plans, will be converted
  into 1.075 common shares of IUB.  The proposed transaction requires approval
  by regulatory authorities and shareholders of both companies.  The proposed
  transaction is expected to be consummated during the first quarter of 1998.
  It is expected to be accounted for as a pooling-of-interests.


                                      7
<PAGE>

  PART I - FINANCIAL INFORMATION

  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATION

  FORWARD-LOOKING STATEMENTS.

  Except for historical information contained herein, the discussion in this
  Form 10-Q quarterly report includes certain forward-looking statements based
  upon management expectations.  Factors which could cause future results to
  differ from these expectations include the following:  general economic
  conditions; legislative and regulatory initiatives; monetary and fiscal
  policies of the federal government; deposit flows; the costs of funds;
  general market rates of interest; interest rates on competing investments;
  demand for loan products; demand for financial services; changes in
  accounting policies or guidelines; and changes in the quality or composition
  of the Company's loan and investment portfolios.

  The Company does not undertake and specifically disclaims any obligation to
  update any forward-looking statements to reflect the occurrence of
  anticipated or unanticipated events or circumstances after the date of such
  statements.

  RECENT DEVELOPMENTS.

  IUB Merger

  On October 8, 1997, the Company signed a definitive agreement to merge with
  Indiana United Bancorp (IUB), Greensburg, Indiana in a proposed transaction
  viewed as a merger of equals, with the combined entity retaining the name of
  Indiana United Bancorp.  The definitive agreement provides that PTC
  shareholders (including option holders) will receive 1.075 shares of IUB
  common stock in exchange for each share owned or option held of PTC common
  stock.

  The consolidated company will hold assets totaling almost $650 million and
  will have market capitalization of more than $100 million based upon current
  market values.  Upon completion of the merger, Indiana United Bancorp will
  operate 29 offices in 12 counties throughout the eastern and southern
  regions of Indiana.

  The proposed transaction is subject to various regulatory approvals and the
  approval of the shareholders of both organizations.  It is expected that the
  transaction will be accounted for as a "pooling of interests."  Although the
  Company anticipates that the merger will be consummated during the first
  quarter of 1998, there can be no assurance that the transaction will be
  completed.

  FACILITIES AND TECHNOLOGY.

  In an effort to make its service more accessible and convenient, the Company
  is considering renovating its main banking facility in Rushville.  This
  renovation will enhance customer accessibility to the bank's various
  products and services as well as enhance drive-through banking, ATM
  accessibility and customer parking.

  During 1997, the Company initiated many technological improvements.  Certain
  of these improvements represent capital investments, which allows the
  Company to continue to


                                      8
<PAGE>

  efficiently compete within the financial services industry which is becoming
  increasingly dependent upon technology. Investments are being made in
  additional ATM's, cash dispensers, Automated Voice Response System, Debit
  Cards, and additional state of the art PC's which will allow for improved
  efficiencies in customer service.

  EARNINGS.

  Net income for the nine months ended September 30, 1997 was $2,702 compared
  to $2,391 for the same period in 1996, which represented a $311 or 13.0%
  increase.   Earnings per share also increased from $2.31 per share to $2.64
  per share for the same period.  Higher net interest income, which was
  partially offset by higher non-interest expense, accounted for most of the
  increase in net income.   Net income and earnings per share for the third
  quarter of 1997 versus the third quarter of 1996 were also higher.  Again,
  higher net interest income, offset by higher non-interest expenses, were the
  main contributors.

  For the nine month period ended September 30, 1997 as compared to the same
  period in 1996, net interest income increased by $872 or 11.3%.  A similar
  proportional increase also occurred during the third quarter of 1997 versus
  the third quarter of 1996. Higher volumes (average balances) of  financial
  assets and liabilities, rather than changes in underlying interest rates,
  were the main reason for increased interest income and interest expense.
  Average loans were $209.0 million for the nine months ended September 30,
  1997, compared to $181.3 million the same period in 1996, or about $27.7
  million higher.  Average deposits were $266.9 million for the nine month
  period ended September 30, 1997 versus $243.9 million for 1996, or about
  $23.0 million higher.  Net interest margin (net interest income on a tax
  equivalent basis divided by average total earnings assets) was 4.46% for the
  nine month period ended September 30, 1997 and 4.38% for the same period in
  1996.

  Non-interest income was relatively stable for the nine month period ended
  September 30, 1997 versus 1996; however, certain components of non-interest
  income did change significantly. Mortgage banking income, which consists of
  gains (losses) on loan sales and service fee income, was $103 higher for the
  third quarter of 1997 versus 1996, and $189 higher for the nine month period
  ended September 30, 1997 versus 1996.  During the second and third quarters,
  the long-term interest rates charged on mortgages eased and the Company saw
  an increase in refinancing and new originations take place.  Gains on
  securities included a sale of common stock in 1996, but was a one-time gain
  and therefore not reported in 1997.

  Non-interest expense increased from $5,272 for the nine months ended
  September 30, 1996 to $5,918 for the same period in 1997, or a $646
  increase.  Most of this increase was related to higher salaries and benefits
  and higher occupancy and equipment expense.  Higher salary and benefit costs
  were directly attributed to a revised management structure which was
  implemented January 1, 1997; and called for the hiring of several new
  commercial lenders, a financial controller, an executive vice president, and
  several regional sales managers so the Company could be better positioned
  for additional growth and loan production activity.



                                      9
<PAGE>

  Higher occupancy and equipment expenses were directly attributed to the
  Company's expansion of its current ATM program which included the
  refurbishing of four existing ATM's, the addition of four new ATM's and the
  addition of one cash dispenser at a an Indiana convenience store.  The
  Company also converted to a new network and service provider in order to
  attain long term cost reductions in driving the ATM network.  In addition,
  the Company expanded its branch network by acquiring a full service branch
  in March 1997 in Hanover, Indiana, and establishing a de novo branch in
  Madison, Indiana in September 1997.

  FINANCIAL CONDITION.

  Total assets increased slightly, $6,158 or 2.1% from December 31, 1996 to
  September 30, 1997. Gross loans increased by $23,690 or 12.0% during the
  same period.  A decline in cash equivalents of $7,904 was used to fund the
  increase in loans, along with sales and maturities of available-for-sale
  securities.  Loan demand continued to be strong in 1997.  The Company
  believes it has positioned itself to grow its loan portfolio by adding
  employees to increase originations.  As of September 30, 1997, the Company
  had obtained a 80.0% loan to deposit ratio.  A detailed presentation of
  loans by category follows:

<TABLE>
<CAPTION>
                                       September 30,     December 31,          $               %
                                           1997              1996            Change         Change
                                           ----              ----            ------         ------
        <S>                           <C>               <C>               <C>               <C>
        Construction loans            $     13,462      $     13,650      $      (188)      (1.4)%
        Real estate   farmland              11,948             8,302            3,646       43.9
        Real estate   1-4 family
          residential                       88,473            79,808            8,665       10.8
        Real estate   non-farm,
          non-residential                   48,917            35,068           13,849       39.5
        Commercial and industrial           17,932            22,986           (5,054)     (22.0)
        Consumer loans                      22,277            24,543           (2,266)      (9.2)
        Tax-exempt loans                    11,347             8,390            2,957       35.2
        Other loans                          6,297             4,216            2,081       49.3
                                      ------------      ------------      -----------      -----
        Total loans                   $    220,653      $    196,963      $    23,690       12.0%
                                      ============      ============      ===========      =====
</TABLE>

  ASSET QUALITY.

  Provision for loan losses was relatively stable for 1997 versus 1996.  An
  analysis of activity in the allowance for loan losses follows:

                                        Nine months          Nine months
                                           ended                ended
                                     September 30, 1997   September 30, 1996
                                     ------------------   ------------------

  Balance at January 1                    $     2,000         $     1,722
  Provision for loan losses                       610                 616
  Losses charged to allowance                    (750)               (327)
  Recoveries credited to allowance                109                 144
                                          -----------         -----------
  Balance at June 30                      $     1,969         $     2,155
                                          ===========         ===========

  The Company maintains a watch list and performs an ongoing loan review
  function.  On a quarterly basis the allowance for loan loss calculation is
  completed.  While management


                                      10
<PAGE>

  believes that the allowance is adequate as of September 30, 1997, it intends
  to significantly fund the provision during the fourth quarter because the
  Company's overall loan growth exceeded 13.5% in 1996 and will exceed 14%
  growth again in 1997.  A comparative review of the Company's allowance for
  loan loss to its peer group, which consists of financial institutions
  between $150 and $300 million in assets, was completed.  Through this
  analysis, it was determined that the Company's allowance to total loans
  percentage relationship was significantly less than peer.  Management will
  fund the reserve during the fourth quarter of 1997 to bring the Company
  closer to its peer group and to recognize the tremendous growth experienced
  during the past two years.

  A summary of non-performing loans follows:

                                                  September 30,  December 31,
                                                      1997           1996
                                                      ----           ----

     Non-accrual loans                               $ 2,349       $ 1,794
     Restructured loans                                    -             -
     Accruing loans 90 days or more past due              56            34
                                                     -------       -------
         Total non-performing loans                  $ 2,405       $ 1,828
                                                     =======       =======
     Allowance for loan losses                       $ 1,969       $ 2,000
     Allowance/total loans                              0.89%         1.02%
     Allowance/non-performing loans                     81.9%        109.4%
     Non-performing loans/total loans                   1.09%         0.93%

  Charge offs were $750 for 1997, of which $550 was related to one loan
  relationship.  As of September 30, 1997, the carrying value of loans to
  Bennett Funding was $750, which is included in non-accrual loans.  An agreed
  settlement has been approved through the bankruptcy courts and payment is
  expected before year end.  No additional loss is expected.

  CAPITAL.

  Shareholders' equity increased from $21,653 at December 31, 1996 to $23,740
  at September 30, 1997.  The increase of $2,087 was almost solely due to
  retained earnings - net income less cash dividends.

  The Company and Bank are subject to regulatory capital requirements
  administered by the federal banking agencies.  "Consolidated" actual and
  minimum required capital ratios for capital adequacy and prompt corrective
  action purposes are presented below.  ("Bank only" ratios are substantially
  the same as "consolidated").  The Company and Bank are both considered "well
  capitalized" for prompt corrective action purposes.

<TABLE>
<CAPTION>
                                                                      Minimum Required
                                                    Minimum Required    To Be "Well
                                                       For Capital    Capitalized" Under
                                                        Adequacy      Prompt Corrective
                                            Actual      Purposes      Action Regulations
                                            ------  ----------------  ------------------
  <S>                                       <C>           <C>              <C>
  As of September 30, 1997
  ------------------------
     Tier 1 Capital to Average Assets        7.26%        4.0%              5.0%
     Tier 1 Capital to Risk Based Assets    10.73%        4.0%              6.0%
     Total Capital to Risk Based Assets     11.70%        8.0%             10.0%

                                      11
<PAGE>

  As of December 31, 1996
  -----------------------
     Tier 1 Capital to Average Assets        6.73%        4.0%              5.0%
     Tier 1 Capital to Risk Based Assets    10.54%        4.0%              6.0%
     Total Capital to Risk Based Assets     11.60%        8.0%             10.0%
</TABLE>

  LIQUIDITY.

  Liquidity management involves maintaining sufficient cash levels to fund
  operations and to meet the requirements of borrowers, depositors and
  creditors.  High levels of liquidity bear higher corresponding costs,
  measured in terms of lower yields on short-term investments, more liquid
  earnings assets, and higher interest expense involved in extending liability
  maturities.  Liquid assets include cash and cash equivalents, loans and
  securities maturing within one year, and money market instruments.  In
  addition, the Company holds $20,972 of AFS securities maturing after one
  year which can be sold to meet liquidity needs.

  Liquidity is supported by maintaining a relatively stable funding base,
  which is achieved by diversifying funding sources, extending the contractual
  maturity of liabilities, and limiting reliance on volatile short-term
  purchased funds.  Short-term funding needs may arise from declines in
  deposits or other funding sources, draw downs of loan commitments and
  requests for new loans.  The Company's strategy is to fund assets to the
  maximum extent possible with core deposits, which provide a sizable source
  of relatively stable and low-cost funds. Average core deposits funded
  approximately 87% of total earning assets at September 30, 1997.

  Management believes the Company has sufficient liquidity to meet all
  reasonable borrower, depositor, and creditor needs in the present economic
  environment.  The Company has not received any recommendations from
  regulatory authorities, which would materially affect liquidity, capital
  resources or operations.

  INTEREST RATE RISK.

  At September 30, 1997, the Company held approximately $178,606 in assets
  comprised of securities, loans, short-term investments, and federal funds
  sold, which were interest sensitive in one year or less time horizons.  The
  Company's interest rate sensitivity analysis at September 30, 1997 appears
  below.  Core deposits are distributed or spread among the various repricing
  categories based upon historical patterns of repricing which are reviewed
  periodically by management.  The assumptions regarding these repricing
  characteristics greatly influence conclusions regarding interest
  sensitivity.  Management believes its assumptions regarding these
  liabilities are reasonable.

  Effective asset/liability management requires the maintenance of a proper
  ratio between maturing or repriceable interest-earning assets and
  interest-bearing liabilities.  It is the policy of the Company that
  rate-sensitive assets less rate-sensitive liabilities to total assets are
  kept within a range of 85% to 115% for all time periods one year and longer.

<TABLE>
<CAPTION>
                                                  Maturing or Repricing
                                                 (dollars in thousands)
                                        3 Months    One Year    5 Years     5 Years +
                                        --------    --------    -------     ---------
  <S>                                   <C>         <C>         <C>         <C>
  Rate-sensitive assets                  $63,131    $115,475    $ 85,065    $ 25,335
  Rate-sensitive liabilities              88,169     111,064      47,496      29,396

                                      12
<PAGE>


  Rate-sensitive GAP
    (assets less liabilities)            (25,038)      4,411      37,569      (4,061)

  Rate-sensitive GAP (cumulative)       $(25,038)   $(20,627)   $ 16,942    $ 12,881
  Percent of total assets (cumulative)      (8.3)%      (6.8)%       5.6%        4.3%
  Rate-sensitive assets/liabilities
     (cumulative)                           71.6%       89.6%      106.9%      104.7%
</TABLE>

  EFFECTS OF CHANGING PRICES.

  The Company's asset and liability structure is substantially different from
  that of an industrial company in that most of its assets and liabilities are
  monetary in nature. Management believes the impact of inflation on financial
  results depends upon the Company's ability to react to changes in interest
  rates and, by such reaction, reduce the inflationary impact on performance.
  Interest rates do not necessarily move in the same direction at the same
  time, or at the same magnitude, as the prices of other goods and services.
  As discussed previously, management relies on its ability to manage the
  relationship between interest- sensitive asset and liabilities to protect
  against wide interest rate fluctuations, including those resulting from
  inflation.









                                      13
<PAGE>
  Part II -- Other Information


  Item 1.   Legal Proceedings


           None


  Item 2.   Changes in Securities


          In September, 1997, two directors exercised an outstanding option
          for 1,949 shares of Common Stock at $13.24 per share. The shares
          were issued in reliance upon Section 4(2) of the Securities Act of
          1933, as amended.


  Item 3.   Defaults Upon Senior Securities


           None


  Item 4.   Submission of Matters to a Vote of Security Holders


           None

  Item 5.   Other Information


           None

  Item 6.   Exhibits and reports on Form 8-K


            (a)  Exhibit 27  Financial Data Schedule

            (b)  Reports on Form 8-K

                 None




                                      14
<PAGE>

                                  Signatures



In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                         PTC BANCORP



  Date:  November 13, 1997               /s/ JAMES L. SANER
                                         ----------------------------
                                         James L. Saner, Sr.
                                         President









                                      15


<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                           10631
<INT-BEARING-DEPOSITS>                            1398
<FED-FUNDS-SOLD>                                  7650
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                      28132
<INVESTMENTS-CARRYING>                           25761
<INVESTMENTS-MARKET>                             26119
<LOANS>                                         220653
<ALLOWANCE>                                       1969
<TOTAL-ASSETS>                                  302734
<DEPOSITS>                                      275679
<SHORT-TERM>                                       250
<LIABILITIES-OTHER>                               3065
<LONG-TERM>                                          0
                                0
                                          0
<COMMON>                                          1026
<OTHER-SE>                                       22714
<TOTAL-LIABILITIES-AND-EQUITY>                  302734
<INTEREST-LOAN>                                  14316
<INTEREST-INVEST>                                 2639
<INTEREST-OTHER>                                   279
<INTEREST-TOTAL>                                 17234
<INTEREST-DEPOSIT>                                8653
<INTEREST-EXPENSE>                                8679
<INTEREST-INCOME-NET>                             8555
<LOAN-LOSSES>                                      610
<SECURITIES-GAINS>                                   8
<EXPENSE-OTHER>                                   5918
<INCOME-PRETAX>                                   3887
<INCOME-PRE-EXTRAORDINARY>                        3887
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      2702
<EPS-PRIMARY>                                     2.64
<EPS-DILUTED>                                     2.64
<YIELD-ACTUAL>                                    4.46
<LOANS-NON>                                       2349
<LOANS-PAST>                                        56
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                  2000
<CHARGE-OFFS>                                      750
<RECOVERIES>                                       109
<ALLOWANCE-CLOSE>                                 1969
<ALLOWANCE-DOMESTIC>                               810
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                           1159
        

</TABLE>


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