<PAGE>

                 U. S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                                FORM 10-QSB


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


             For the quarterly period ended September 30, 1996

                      Commission File Number 0-18514


                PORT ST. LUCIE NATIONAL BANK HOLDING CORP.
   A Florida Corporation - I.R.S. Employer Identification No. 65-0051022


                        1100 SW St Lucie West Blvd
                      Port St. Lucie, Florida   34986


                        Issuer's Telephone Number:
                              (561) 340-2800

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

                     Yes      X        No            


The number of shares outstanding of each of the issuer's classes of common stock
as of September 30, 1996:

              Common Stock,  $.01 par value -- 742,840 shares

              Transitional Small Business Disclosure Format:

                    Yes                No      X      

<PAGE>

          PORT ST. LUCIE NATIONAL BANK HOLDING CORP. AND SUBSIDIARIES



                                     INDEX

                                                              PAGE 
                                                              NUMBER



Part I:   Financial Information


Item 1:   Financial Statements
     Condensed Consolidated Balance Sheets as of September 30, 1996
          and December 31, 1995                                       3

     Condensed Consolidated Statements of Earnings for the nine months ended
          and the three months ended September 30, 1996 and 1995      4    

     Condensed Consolidated Statements of Shareholders' Equity for the nine
          months ended September 30, 1996 and 1995                    5

     Condensed Consolidated Statements of Cash Flows for the nine months 
          ended September 30, 1996 and 1995                           6

     Notes to Condensed Consolidated Financial Statements             7-10


Item 2:   Management's Discussion and Analysis or Plan of Operation   11-19


Part II:  Other Information                                                     

Item 6:   Exhibits and Reports on Form 8-K                            20

Item 27:  Financial Data Schedule

Signatures                                                            21

<PAGE>
<TABLE>
           Port St. Lucie National Bank Holding Corp. and Subsidiaries
                     Condensed Consolidated Balance Sheets
                 (Dollars in Thousands, except for share data)
<CAPTION>
                                          September 30,
                                               1996           December 31, 
                                            (unaudited)            1995      
Assets
  <S>                                         <C>                  <C>
  Cash and due from banks                 $   2,762                4,051     
  Federal Funds Sold                          5,200                4,200     
  Securities available for sale              12,791                17,260     
  Loans held for sale, net of deferred
   loan origination fees (estimated
   market values of $2,037 and $5,919,
   respectively)                              1,991                5,835     
  Securities held to maturity (estimated
   market values of $3,983 and $3,947, 
   respectively)                              3,979                3,897     
  Loans                                     101,412                77,498     
  Less:  Allowance for loan losses             (936)                (827)    
    Net deferred loan origination 
     fees and costs                             (96)                     (76)    
         Net loans                          100,380                76,595     
  Premises and equipment, net                 1,113                1,181     
  Other assets                                1,563                   1,514     
             Total assets                 $ 129,779                 114,533     

Liabilities and Shareholders' Equity
  Liabilities:
    Deposits:
      Noninterest bearing demand          $  17,614                20,011     
      Interest bearing:
          Demand                             12,894                7,996     
          Money market                        6,005                5,680     
          Savings                            24,219                21,117     
          Time                               56,974                   49,429     
             Total deposits                 117,706                104,233     
    Other liabilities                         2,001                    1,345     
             Total liabilities              119,707                  105,578     

  Shareholders' equity: 
    Common stock, $.01 par value, 
     authorized 10,000,000 shares; 
     issued and outstanding 742,840 
     and 672,352, respectively                    7                    7     
    Additional paid-in capital                8,470                7,027     
    Retained earnings                         1,776                2,084     
    Unrealized losses on securities 
     available for sale, net                   (181)                     (163)    
             Total shareholders' equity      10,072                     8,955     
             Total liabilities and 
              shareholders' equity        $ 129,779                  114,533     

<FN>
See accompanying notes to condensed consolidated financial statements
</TABLE>

<PAGE>
<TABLE>
           Port St. Lucie National Bank Holding Corp. and Subsidiaries
                 Condensed Consolidated Statements of Earnings
                  (Amount in Thousands, except for share data)
<CAPTION>
                                      Nine Months Ended             Three Months Ended
                                 September 30,  September 30,  September 30,  September 30,
                                  1996            1995             1996            1995
                               (unaudited)    (unaudited)       (unaudited)   (unaudited)

<S>                               <C>             <C>               <C>            <C>
Interest income:
  Loans, including fees:
    Taxable loans              $  5,735           4,294             2,109         1,632
    Tax-exempt loans                ---              36               ---            12
  Loans held for sale               238             136                66            79
  Securities held to maturity:
    Taxable                          32             334                11           102 
    Tax-exempt                      122             122                41            41 
  Securities available for sale     639             946               201           300 
  Federal funds sold                121              87                54             4 
         Total interest income    6,887           5,955             2,482         2,170 
Interest expense:
  Deposits                        3,143           3,041             1,150         1,101 
  Other                              14              47               ---            44 
          Total interest expense  3,157           3,088             1,150         1,145 
          Net interest income     3,730           2,867             1,332         1,025 
Provision for loan losses           156             164                59            68 
          Net interest income 
          after provision for 
          loan losses             3,574           2,703             1,273           957 
Noninterest income:
  Service charge on deposit 
    accounts                        431             428               151           176 
  Gain on sale of loans 
    held for sale                   382              84                98            55 
  Gain on sale of other 
    real estate owned               ---             (13)              ---           (14)
  Gain on sale of securities 
    available for sale                1             (24)              ---           (24)
  Other fees for customer services  317             239                89           101 
          Total noninterest 
             income               1,131             714               338           294 
Noninterest expense:
  Compensation and employee 
     benefits                     1,492           1,235               513           435 
  Occupancy                         274             221                94            88 
  Furniture and equipment           186             154                64            62 
  Other                           1,064             971               348           309 
          Total noninterest 
             expense              3,016           2,581             1,019           894 
Net income before income taxes    1,689             836               592           357 
Income tax expense                  585             263               207           117 
Net income                     $  1,104             573               385           240 

Net income per common and common equivalent share:                                        
  Primary                          1.28            0.70              0.45          0.29
  Fully diluted                    1.28            0.69              0.45          0.29
Average common and equivalent shares outstanding:
  Primary                           862             822               862           822
  Fully diluted                     865             833               865           833

<FN>
See accompanying notes to condensed consolidated financial statements
</TABLE>

<PAGE>
<TABLE>
           Port St. Lucie National Bank Holding Corp. and Subsidiaries
            Condensed Consolidated Statement of Shareholders' Equity
                             (Amounts in Thousands)
<CAPTION>

                                                                            Unrealized
                                                                            gains (losses)
                                Common Stock        Additional               on Securities      Total      
                                                     Paid-in    Retained      Available    Shareholders'       
                                Shares   Amount      Capital    Earnings    for Sale, net      Equity    

<S>                               <C>      <C>         <C>         <C>           <C>             <C>
Balance at December 31, 1995      672      $7         7,027       2,084         (163)           8,955

Change in unrealized losses on
 securities available for sale, 
 net of tax effect                ---     ---          ---         ---           (18)             (18)

Stock issue, options and warrants   4     ---           33         ---           ---               33

10% Common Stock Dividend          67     ---        1,410      (1,412)          ---               (2)

Net income                        ---     ---          ---       1,104           ---            1,104

Balance at September 30, 1996
  (unaudited)                     743      $7        8,470       1,776          (181)          10,072




Balance at December 31, 1994      610      $6        6,165       1,991          (772)        7,390

Change in unrealized losses on
 securities available for sale, 
 net of tax effect                ---     ---          ---         ---           526           526

Stock issue, options and warrants   1     ---            8         ---           ---             8

10% Common Stock Dividend          61       1          854        (855)          ---           ---

Net income                        ---     ---          ---         573           ---           573

Balance at September 30, 1995
 (unaudited)                      672      $7        7,027       1,710          (246)        8,498













<FN>
See accompanying notes to condensed consolidated financial statements
</TABLE>

<PAGE>
<TABLE>
          Port St. Lucie National Bank Holding Corp. and Subsidiaries
               Condensed Consolidated Statements of Cash Flows
                            (Dollars in Thousands)
<CAPTION>
                                                         Nine Months Ended
                                                  September 30,  September 30,
                                                      1996            1995   

<S>                                                   <C>               <C>
Cash flow from operating activities:
  Net income                                          1,104             573 
    Adjustments to reconcile net income to net cash
      used by operating activities:
        Provision for loan losses                       156             164 
        Depreciation                                    177             146 
        Deferred loan origination fees and costs, net of
          amortization                                   20             (82)
        Purchase of loans held for sale             (31,757)        (27,287)
        Origination of loans held for sale          (29,727)         (7,804)
        Proceeds from the sale of loans 
          held for sale                              65,328          31,700 
        Increase in other assets                        (38)           (168)
        Increase in other liabilities                   656             646 
          Net cash (used by) provided by 
            operating activities                      5,919          (2,075)
Cash flow from investing activities:
    Purchase of securities held to maturity             (82)           ---- 
    Proceeds from maturities of investment 
       securities held to maturity                     ----             945 
    Purchase of securities available for sale          ----          (5,918)
    Proceeds from maturities of securities 
       available for sale                             2,439           3,095 
    Proceeds from sale of securities 
       available for sale                             2,000           4,430 
    Loans originated, net of repayments             (23,962)        (19,272)
    Proceeds from sale of other real estate owned      ----              88 
    Purchase of premises and equipment                 (107)           (393)
          Net cash used by investing activities     (19,712)        (17,025)
Cash flow from financing activities:
    Net increase in deposit accounts                 13,473          25,277 
    Decrease in federal funds purchased                ----            (900)
    Increase in other borrowed funds                   ----           2,000 
    Issuance of common stock                             33               8 
    Cash Dividends paid                                  (2)           ---- 
          Net cash provided by financing activities  13,504          26,385 
          Net increase (decrease) in cash and 
             cash equivalents                          (289)          7,285 
Cash and cash equivalents at beginning of period      8,251           2,742 
Cash and cash equivalents at end of period         $  7,962          10,027 
Supplemental disclosures:
  Cash paid during the period for:
    Interest                                      $   3,181           2,985 
    Income taxes                                        467             151 
  Noncash investment and financing activities:
    Fair value of stock dividend distributed          1,410             854 
    Decrease (increase) in unrealized loss on 
      securities available for sale                     (30)            843 
    Loans to facilitate the sale of other 
      real estate owned                                 ---             123 
<FN>
See accompanying notes to condensed consolidated financial statements
</TABLE>

<PAGE>
(1) GENERAL

     The unaudited condensed consolidated interim financial statements for Port
     St. Lucie National Bank Holding Corp. (the "Company") reflect all 
     adjustments (consisting only of normal recurring accruals) which, in the 
     opinion of management, are necessary to present fairly the results of 
     operations, cash flows and financial position for interim periods.  The
     results for interim periods are not necessarily indicative of trends or 
     results to be expected for the full year.  These condensed consolidated
     interim financial statements and notes should be read in conjunction with 
     the Company's annual report and Form 10-KSB for the year ended December 
     31, 1995.

(2) SECURITIES HELD TO MATURITY  

     The amortized cost, gross unrealized gains, gross unrealized losses, and 
     estimated market values of  securities held to maturity follows:
<TABLE>
<CAPTION>
  
                                                   September 30, 1996                        
                                               Gross        Gross      Estimated
                                Amortized    Unrealized   Unrealized     Market
                                  Cost         Gains        Losses       Value   

     <S>                          <C>           <C>           <C>        <C>
     Municipal securities         3,339         18            15         3,342
          Total debt securities   3,339         18            15         3,342
     Federal Home Loan Bank
      stock                         491        ---           ---           491
     Federal Reserve stock          150        ---           ---           150
          Total                $  3,980         18            15         3,983

 
<CAPTION>
                                                  December 31, 1995                         
                                               Gross        Gross      Estimated
                                Amortized    Unrealized   Unrealized     Market
                                  Cost         Gains        Losses       Value   

     <S>                          <C>           <C>            <C>       <C>
     Municipal securities         3,348         57             7         3,398
          Total debt securities   3,348         57             7         3,398
     Federal Home Loan Bank
      stock                         399        ---           ---           399
     Federal Reserve stock          150        ---           ---           150
         Total                 $  3,897         57             7         3,947
</TABLE>

     The amortized cost and estimated market value of debt securities held to 
     maturity at September 30, 1996, by contractual maturity, are shown below.  
     Expected maturities will differ from contractual maturities because 
     borrowers may have the right to call or prepay obligations with or without 
     call or prepayment penalties.


<PAGE>
<TABLE>
<CAPTION>
                                                        Estimated
                                          Amortized      Market
                                             Cost        Value  

          <S>                                 <C>           <C>
          Due within one year             $    110           110  
          Due after one year through
            five years                       1,821         1,831  
          Due after five years through
            ten years                          915           908  
          Due after ten years                  493           493  
               Total debt securities      $  3,339         3,342  

</TABLE>
     At September 30, 1996 and December 31, 1995, securities held to maturity 
     with an amortized cost of $2,851 and $2,480, respectively, and a market 
     value of $2,859 and $2,523, respectively, were pledged as collateral for 
     municipal deposits.  Port St. Lucie National Bank's (the "Bank") pledging 
     requirement on average municipal deposits up to the Bank's capital position
     ($9,443 as of September 30, 1996) was 50%.  On the aggregate balance in 
     excess of the Bank's capital position, the State's pledge requirement is 
     125%.

(3) SECURITIES AVAILABLE FOR SALE  

     The amortized cost, gross unrealized gains, gross unrealized losses, and 
     estimated market values of securities available for sale follows:

<TABLE>
<CAPTION>
                                                 September 30, 1996                        
                                               Gross        Gross      Estimated
                                  Amortized  Unrealized   Unrealized    Market
                                     Cost      Gains        Losses      Value   

     <S>                             <C>         <C>         <C>          <C>
     U.S. Treasury securities     $  1,759         3          ---        1,762
     Securities of other U.S.
       Government Agencies           1,907       ---           29        1,878
     FHLMC/FNMA Mortgage       
       backed securities             9,416        30          295        9,151
          Total                   $ 13,082        33          324       12,791
</TABLE>
 
<TABLE>
<CAPTION>
                                                  December 31, 1995                    
                                                Gross        Gross      Estimated
                                  Amortized   Unrealized   Unrealized    Market
                                    Cost        Gains        Losses      Value   

     <S>                              <C>         <C>           <C>       <C>
     U.S. Treasury securities     $  3,807        16             8       3,815
     Securities of other U.S.
       Government Agencies           3,059        12            17       3,054
     FHLMC/FNMA Mortgage       
       backed securities            10,655        27           291      10,391
         Total                    $ 17,521        55           316      17,260
</TABLE>

<PAGE>
     The amortized cost and estimated market value of securities available for
     sale at September 30, 1996, by contractual maturity, are shown below.  
     Expected maturities will differ from contractual maturities because 
     borrowers may have the right to call or prepay obligations with or without 
     call or prepayment penalties.
<TABLE>
<CAPTION>
                                                           Estimated
                                              Amortized      Market
                                                Cost         Value  

          <S>                                   <C>           <C>
          Due within one year               $   1,759        1,761  
          Due after one year through
            five years                          1,907        1,879  
                                                3,666        3,640  
          Mortgage backed securities            9,416        9,151  

            Total                            $ 13,082       12,791  
</TABLE>

     During the nine months ended September 30, 1996, there were $2,000 in sales
     of securities available for sale.  During this same period, $1 in gains 
     were realized from the sale of securities available for sale.

     At September 30, 1996 and December 31, 1995, securities available for sale 
     with an amortized cost of $4,402 and $4,399, respectively, and a market 
     value of $4,361 and $4,388, respectively, were pledged as collateral for 
     municipal deposits.  The Bank's pledging requirement on average municipal 
     deposits up to the Bank's capital position ($9,443 as of September 30, 
     1996) was 50%.  On the aggregate balance in excess of the Bank's capital 
     position, the State's pledge requirement is 125%.

(4) LOANS

     An analysis of loans follows:
<TABLE>
<CAPTION>
                                             September 30,  December 31,
                                                 1996          1995    

            <S>                                   <C>           <C>
          Real Estate:
            Construction                      $   8,698         4,952 
            Loans on primary residences          52,907        38,015 
            Other                                15,394        12,665 
          Commercial                             10,173        10,075 
          Loans to individuals:
            Installment                          13,551        11,120 
            Other personal and business loans       689           671 
               Total                          $ 101,412        77,498 
</TABLE>

     At September 30, 1996, real estate-construction loans were comprised of  
     $6,165  in  single family residential loans and $2,533 in commercial real 
     estate loans.  As of December 31, 1995, real estate-construction loans 
     were comprised of $3,686 in single family residential loans and $1,266 in 
     commercial real estate loans.

<PAGE>
     At September 30, 1996 and December 31, 1995, loans to directors, executive 
     officers, and principal shareholders aggregated $1,611 and $1,423, 
     respectively.  Total unfunded commitments to this group at September 30, 
     1996 and December 31, 1995 aggregated $1,109 and $820, respectively.

(5)  NEW ACCOUNTING PRONOUNCEMENTS

     In June 1996, the FASB issued Statement of Financial Accounting Standards 
     No. 125 ("Statement 125"), "Accounting for Transfers and Servicing of 
     Financial Assets and Extinguishments of Liabilities."  Statement 125 
     provides accounting and reporting standards for transfers and servicing of 
     financial assets and extinguishments of liabilities based on a financial-
     components approach that focuses on control.  Statement 125 is effective 
     for transfers and servicing of financial assets and extinguishments of 
     liabilities occurring after December 31, 1996 and is to be prospectively 
     applied.  Management is currently evaluating the impact of adoption of 
     FAS 125 on its financial position and results of operations.

<PAGE>
OVERVIEW

     Port St. Lucie National Bank Holding Corp.'s (the "Company") total assets 
     at September 30, 1996 were $129,779, an increase of $15,246 or 13.3% over 
     December 31, 1995.  Net income for the nine months ended September 30, 1996
     was $1,104 as compared to $573 for the nine months ended September 30, 
     1995.  Earnings for the nine months ended September 30, 1996 represent 
     $1.28 per common and common equivalent share as compared to $0.70 for the 
     nine months ended September 30, 1995.  Net income for the three months 
     ended September 30, 1996 was $385 as compared to $240 for the three months 
     ended September 30, 1995.  Earnings for the three months ended September 
     30, 1996 represent $0.45 per common and common equivalent share as compared
     to $0.29 for the three months ended September 30, 1995.  On February 15, 
     1996, the Company declared a 10% stock dividend.  The stock dividend and 
     stock issued increased the outstanding shares from 672 to 743.  The 
     earnings per share for both comparison periods shown above have been 
     restated to reflect the stock dividend and the stock issuance of exercised 
     options and warrants.

     On March 17, 1995, Port St. Lucie National Bank (the "Bank") opened its 
     second branch office, a 4,300 square foot facility located in the rapidly 
     growing St. Lucie West development in Port St. Lucie, Florida.  The Bank 
     also expanded its administrative offices, taking an additional 1,200 square
     feet in the same facility.  This expansion had a direct impact on the 
     Company's personnel, occupancy, premises and equipment  expenses reflecting
     nine full months of operations in 1996 as compared to six full months of 
     operations in 1995.

     In February 1995, the Company organized and approved a mortgage banking 
     company, Spirit Mortgage Corp., which began doing business primarily 
     outside of the market in which the Bank operates.  This operation also 
     impacted the Company's personnel, premises and equipment expenses 
     reflecting six full months of operations in 1995 as compared to nine full 
     months in 1996.


EARNINGS ANALYSIS

     NET INTEREST INCOME

     For the nine months ended September 30, 1996, interest income totaled 
     $6,887, an increase of $932 or 15.7% over the nine months ended September 
     30, 1995.  The primary reasons for the change in interest income is the 
     increase of $10,525 or 10.1% in average earning assets over the past twelve
     months ending September 30, 1996 and the Bank's ability over the same 
     period to change the mix of average earning assets.  As of September 30, 
     1995, investments totaled 31.5% of average earning assets compared to 18.5%
     as of September 30, 1996.  In addition, net loans increased from 68.6% of 
     average earning assets to 81.5% during the comparison periods.  Interest 
     expense for the nine months ended September 30, 1996 was $3,157, an 
     increase of $69 or 2.2%.  Total average deposit growth of 9.8% during the 
     twelve months ended September 30, 1996 was the primary reason for the 
     increase during the comparison periods.  The combination of growth and 
     change in mix resulted in net interest income for the nine months ended 
     September 30, 1996 of $3,730, an increase of $863 or 30.1% over the nine
     months ended September 30, 1995.  Net interest income for the three months
     ended September 30, 1996 was $1,332, an increase of $307 or 30.0% over the
     three months ended September 30, 1995. 

<PAGE>
     The net interest yield for the nine months ended September 30, 1996 was 
     4.34%, an increase of 67 basis points over the nine months ended September 
     30, 1995.  The components of the net interest yield reflect an increase of
     38 basis points in the yield on average earning assets with a 28 basis 
     point decrease in the interest expense to average earning assets.  The net
     interest yield for the three months ended September 30, 1996 was 4.35%, an
     increase of 67 basis points over the three months ended September 30, 1995.
     The components of the net interest yield reflect an increase of 31 basis 
     points in the yield on average earning assets with a 36 basis point 
     decrease in the interest expense to average earning assets.  As discussed 
     above, the Bank was successful in changing the mix of earning assets by 
     reducing lower yielding investment securities and replacing them with 
     higher yielding loans.  In addition to changing the mix in earning assets,
     the Bank was also able to change the mix in deposits by attracting lower 
     cost deposits while higher cost time deposits repriced at lower rates.

     NONINTEREST INCOME

     Noninterest income was $1,131 for the nine months ended September 30, 1996.
     This represents a $417 or 58.4% increase over the nine months ended 
     September 30, 1995.  For the three months ended September 30, 1996, 
     noninterest income was $338, an increase of $44 or 15.0% as compared to 
     September 30, 1995.  The primary source of noninterest income during 1996
     was service charges on deposit accounts.  Service charges on deposit 
     accounts totaled $431 for the nine months ended September 30, 1996, an 
     increase of $3 or 0.7% over the nine months ended September 30, 1995.  For
     the three months ended September 30, 1996, service charges on deposit 
     accounts totaled $151, a decrease $25 or 14.2% over three months ended 
     September 30, 1995.  The decrease in service charges for the three month 
     comparison periods can be attributed to the reduction in specific service 
     charges on deposit accounts, although maintenance charges on deposit 
     accounts remained flat.  The decrease is considered temporary and does not
     represent a trend.

     Gains on sale of loans held for sale totaled $382, an increase of $298 or 
     354.7% over the nine months ended September 30, 1995.  For the three months
     ended September 30, 1996, gains on sale of loans held for sale totaled $98,
     an increase of $43 or 78.2% over the three months ended September 30, 1995.
     These increases are attributable to the success of the newly established
     mortgage company, Spirit Mortgage Corp.  During the nine months ended 
     September 30, 1996, $65,328 of loans held for sale were sold.  Spirit 
     Mortgage Corp. originated $28,402 of the loans sold resulting in gains of 
     $367.  These fixed rate residential loans were sold to various 
     correspondents servicing released and without recourse.  The Bank 
     originated and sold $3,054 of loans without recourse to the Federal 
     National Mortgage Association resulting in $15 in gains.  The Company 
     intends to continue emphasizing this type of business; however, future 
     volume will depend on the direction and stability of interest rates during
     the remainder of the year.

<PAGE>
     Sales of investment securities available for sale totaled $2,000 for the 
     nine months ended September 30, 1996.  $1 in gains on sale of investment 
     securities available for sale were realized.  There were no investment 
     securities available for sale sold in first three quarters of 1995.

     Other fees for customer services was $317 for the nine months ended 
     September 30, 1996 as compared to $239 for the nine months ended September
     30, 1995.  This represents a $78 or 32.6% increase.  For the three months 
     ended September 30, 1996, other fees for customer services totaled $89, a 
     decrease of $12 or 11.9% over the three months ending September 30, 1995. 
     The $78 increase in the nine month comparison period is primarily 
     attributable to the improvement in service fees associated with all loan 
     products.  This increase in fees is the result of increased FHA loans 
     purchased and sold, the recognition of fee income from the services 
     provided by Spirit Mortgage Corp. and the impact of increased residential 
     real estate loan volume generated by the Bank and Spirit Mortgage Corp.

     NONINTEREST EXPENSE

     Noninterest expense for the nine months ended September 30, 1996 was 
     $3,016, an increase of $435 or 16.9% over the nine months ended September
     30, 1995.  For the three months ended September 30, 1996, noninterest 
     expense was $1,019, an increase of $125 or 14.0% over the three months 
     ended September 30, 1995.  This increase is attributable to increased 
     personnel expenses, occupancy, furniture and equipment expenses and other 
     noninterest expenses.  These increases can be attributed to nine full 
     months of operations of the Bank's new branch office and Spirit Mortgage 
     Corp., as compared to only partial expense increases associated with the
     expansions during the first three quarters of 1995.

     INCOME TAXES

     The net income of $1,689 before income taxes for the nine months ended 
     September 30, 1996, reflects an increase of $853 or 102.0% over the nine 
     months ended September 30, 1995. The resulting income tax expense of $585 
     for the nine month period is an increase of $322 over the nine months ended
     September 30, 1995.  For the three months ended September 30, 1996, net
     income before income taxes was $592, an increase of $235.  Income tax 
     expense increased primarily as a result of the increase in income before 
     income taxes.


LIQUIDITY AND INTEREST RATE SENSITIVITY

     Liquidity and interest rate sensitivity positions are regularly examined 
     and evaluated by management in conjunction with market interest rates, 
     balance sheet composition and funding source requirements.  While a 
     balanced interest rate sensitivity position has been and continues to be 
     maintained, a shift in balance sheet composition has had the impact of 
     improving net interest income growth in 1996.  Management will continue its
     efforts to maintain a balanced interest rate sensitivity position and will
     monitor loan demand and deposit growth in order to influence the changes in
     balance sheet composition necessary to maximize net interest income growth
     under prevailing conditions.

<PAGE>
     For financial institutions, liquidity represents the ability of the 
     institution to meet both loans and other commitments as well as depositor 
     withdrawals.  During the first half of 1996, loan demand has exceeded 
     deposit growth allowing the Bank to utilize maturing and sold investment  
     securities available for sale to fund those loans.  While that trend has  
     recently slowed, the Company will continue to look to the sale of loans, 
     the sale of investment securities available for sale or the use of specific
     borrowings as deemed prudent to support high quality, higher yielding loan
     growth.

     At September 30, 1996, the Company had potential funding needs of $14,582 
     in outstanding loan commitments and $148 in standby letters of credit.  In
     addition, volatile deposits consisted of $10,359 in time deposits of $100 
     or more and $4,894 in municipal deposits.  Since a portion of these 
     municipal deposits are not subject to maturity, the duration of these 
     balance levels is not precisely known.  The municipal deposits also require
     the pledge of qualified investment securities to the State of Florida in 
     accordance with the Florida Security for Public Deposit Act.  Based on the
     prior month's daily average balance of municipal deposits, a 50% pledge 
     level is required up to the Bank's capital position and a 125% pledge level
     is required on balances in excess of the Bank's capital position.

     To provide funds for these potential liquidity needs, the Company 
     maintained cash equivalents of $19,982 at September 30, 1996, consisting 
     of loans held for sale of $1,991, federal funds sold of $5,200, and 
     securities available for sale of $12,791.  In addition, unfunded federal 
     funds purchase commitments aggregating $4,000, and a $19,000 commitment 
     from the Federal Home Loan Bank of Atlanta, are also available to meet 
     potential liquidity needs.  In the opinion of management, the Company 
     maintains liquidity levels adequate to meet its potential funding demands.


EARNING ASSETS AND FUNDING SOURCES

     At September 30, 1996, earning asset categories totaled $124,341 and 
     comprised 95.8% of total assets.  Loans held for sale of $1,991 or 1.6%,  
     investment securities held to maturity of $3,979 or 3.2%, federal funds 
     sold of $5,200 or 4.2%, investment securities available for sale of $12,791
     or 10.3% and net loans of $100,380 or 80.7% make up all earning assets.  
     Deposits, the primary source of funds, totaled $117,706 at September 30, 
     1996, of which $17,614 or 15.0% was in noninterest bearing demand deposits
     and $100,092 or 85.0% of total deposits was in interest bearing deposits.  

     LOANS

     Total loans at September 30, 1996, were $101,412, an increase of $23,914 or
     30.9% over December 31, 1995.   From December 31, 1995 to September 30, 
     1996, outstanding balances on other personal and business loans increased 
     $18 or 2.7%, commercial loans increased $98 or 1.0%, installment loans 
     increased $2,431 or 21.9%, other real estate lending aggregated a $2,729 or
     21.5% increase, real estate construction loans increased by $3,746 or 75.6%
     and loans on primary residences increased $14,891 or 39.2%.  The largest 
     growth in the loan portfolio during the nine month period was in real 
     estate loan category, primarily made up of adjustable rate residential real
     estate loans.  Increases in installment, other real estate and construction
     loans reflects the Company's emphasis on building loan volume in other 
     higher yielding types of loans.

<PAGE>
     The Company does not engage in any speculative real estate lending or real
     estate development lending.  The real estate loans are predominately made 
     on owner occupied properties with established cash flows.  

     SECURITIES

     At September 30, 1996, total securities held to maturity were $3,979, an 
     increase of $82 or 2.1% over December 31, 1995.  The change is attributable
     to an increase in Federal Home Loan Bank Stock of $92, offset by a $10 
     decrease associated with the premium amortization of the existing 
     portfolio.
     
     The securities held to maturity had gross unrealized gains of $18 as of 
     September 30, 1996 and $57 as of December 31, 1995. The gross unrealized 
     losses in the portfolio of securities held to maturity as of September 30,
     1996 were $15 and as of December 31, 1995 were $7. 

     At September 30, 1996, securities available for sale were $12,791, a 
     decrease of $4,469 or 25.9% over December 31, 1995.  The components of the
     change were a decrease in U.S. Treasury securities of $2,048 or 53.8%, a 
     decrease in U.S. Government Agency securities of $1,152 or 37.7% and a 
     decrease in mortgage backed  securities of $1,239 or 11.6%.  These changes
     in the securities portfolio and the increase of $30 in net unrealized 
     losses ($18 net of tax effect) resulted in the $4,469 decrease in total 
     securities available for sale.  The decrease in the available for sale 
     securities portfolio is due to the sale of securities to assist the funding
     of loan production and the maturity of various securities.

     At December 31, 1995, the available for sale portfolio included $261 of net
     unrealized losses which resulted in an after tax adjustment decreasing 
     shareholders' equity by $163 as compared to the $291 of net unrealized 
     losses at September 30, 1996 which resulted in an after tax adjustment 
     decreasing shareholders' equity by $181.

     FUNDING SOURCES

     Deposits at September 30, 1996 were $117,706, an increase of $13,473 or 
     12.9% from December 31, 1995.  The components of this change were a $7,545
     or 15.3% increase in time deposits, a $4,898 or 61.3% increase in interest 
     bearing demand deposits, a $3,102 or 14.7% increase in savings deposits, a 
     $325 or 5.7% increase in money market deposits and a $2,387 or 11.9% 
     decrease in noninterest bearing demand deposits.  The increase in interest
     bearing demand deposits is due to a temporary $5,000 deposit of municipal 
     funds.  The decrease in non-interest bearing demand deposits reflects 
     seasonal activity.  The remaining deposit growth during the nine months 
     ended September 30, 1996 can be attributed to the Company's market 
     acceptance and its ability to respond to market needs with new products.

<PAGE>
     The Company also continues to utilize federal fund purchase lines and 
     advances through the Federal Home Loan Bank ("FHLB") to accommodate 
     temporary timing differences between earning asset growth and deposit 
     growth.  At September 30, 1996, there were no outstanding balances under 
     federal funds purchase lines or FHLB advance agreements.

  ASSET QUALITY

     The allowance for loan losses as of September 30, 1996 was $936 or 0.92% of
     loans outstanding as compared to $845 or 1.03% at September 30, 1995.  This
     is a net increase of $91 or 10.8% over September 30, 1995.  The increase in
     the allowance for loan losses was primarily due to growth in the loan 
     portfolio of 23.5% over the twelve months ended September 30, 1996.  The
     decline in the allowance compared to loans outstanding from 1.03% to 0.92%
     is due to the continued concentration in lower risk loans on residential 
     real estate and due to the maintenance of the overall portfolio quality at
     a level that does not require additional allowance.

     A reconciliation of the allowance for loan losses follows:

<TABLE>
<CAPTION>
                              Nine Months Ended            Three Months Ended
                          September 30,  September 30,  September 30,  September 30,
                              1996           1995           1996          1995  

  <S>                         <C>            <C>            <C>           <C>
  Beginning Balance        $   827            699            896           782 
  Provision charged to 
    expense                    156            164             59            68 
  Loans charged-off            (84)           (23)           (31)           (9)
  Recoveries                    36              6             11             4 
       Ending Balance      $   936            845            936           845 

  Allowance for loan losses
    as a percent of ending
    loans                     0.92%          1.03%          0.92%         1.03%
</TABLE>

  NONPERFORMING LOANS

  Loans are placed on a nonaccrual status when they become 90 days past due 
  unless determined to be both adequately collateralized and actively in the 
  process of collection or when they are classified as doubtful.  When full 
  collection of principal becomes doubtful, the uncollectible portion of the 
  loan is charged-off.

  As of September 30, 1996, the Company had four loans totaling $10 past due 90
  days or more and on accrual, 17 loans in the amount of $490 on nonaccrual and
  no other real estate owned. 

  As of December 31, 1995, the Company had four loans totaling $5 past due 90 
  days or more and on accrual, 13 loans on nonaccrual in the amount of $405 and
  no other real estate owned.

<PAGE>
<TABLE>
<CAPTION>

                                   September 30,   December 31,
                                       1996            1995    
 
   <S>                                <C>              <C>
  Loans past due 90 days or
   more                            $    10               5 
  Nonaccrual loans                     490             405 
  Other real estate owned              ---             --- 

  Nonperforming assets as a
   percent of ending loans
   and other real estate owned        0.5%             0.5
</TABLE>

  Interest would have been recorded for all nonperforming loans in the amount of
  $33 and $17 during the nine months ended September 30, 1996 and 1995, 
  respectively, if these loans had been current in accordance with their 
  original terms.

  OTHER POTENTIAL PROBLEM LOANS

  Other potential problem loans exclude nonperforming loans and represent those
  loans where information about possible credit problems of borrowers has caused
  management to have serious doubts about the borrowers' ability to comply with
  present repayment terms.  The Company follows a loan review program to 
  evaluate the credit risk in its loan portfolio.  Through the loan review 
  process, the Company maintains a classified account list which, along with the
  delinquency list of loans, helps management assess the overall quality of the
  loan portfolio and the adequacy of the allowance for loan losses.  Loans 
  classified as "substandard" are those loans with clear and defined weaknesses,
  such as highly leveraged positions, unfavorable financial ratios, uncertain 
  repayment sources or poor financial condition, that may jeopardize 
  recoverability of the debt.  Loans classified as "doubtful" are those loans 
  which have characteristics similar to substandard accounts but with an 
  increased risk that a loss may occur, or at least a portion of the loan may 
  require a charge-off if liquidated at present.  At September 30, 1996, 
  potential problem loans classified as substandard were $573 compared to $894 
  at year end 1995.  There were two loans totaling $67 classified as doubtful at
  September 30, 1996 as compared to six loans that totaled $40 at year end 1995.
  Classified loans in aggregate decreased by $294 at September 30, 1996 from 
  year end 1995.  The change in those loans classified as doubtful and 
  substandard is primarily due to repayment and migration from the substandard
  category as some loans deteriorated and others improved in financial strength.

  Management is unaware of any loans other than those noted above which are 
  classified for regulatory purposes that represent or result from trends or 
  uncertainties that will materially impact future operating results, liquidity,
  or capital resources.  

<PAGE>

CAPITAL RESOURCES (Share information not in thousands)

  Total shareholders' equity at September 30, 1996 was $10,072, an increase of 
  $1,117 or 12.5% from December 31, 1995.  Net income for the nine months ended 
  September 30,  1996  of $1,104  and  the increase of $18 in after tax 
  unrealized losses on the available for sale investment securities portfolio in
  accordance with FAS No. 115 primarily make up the increase in shareholders' 
  equity.  During the nine months ended September 30, 1996, there were 468 
  warrants and 2,904 options exercised resulting in a $33 increase in capital. 
  Also, the Company declared and issued a stock dividend of 10% on February 15,
  1996.  The stock dividend increased total outstanding shares by 67,116 for a 
  total of 739,468 and cash equivalent dividends totaled $2.

  Since December 31, 1993, regulatory capital guidelines require bank holding 
  companies to have a minimum total risk-based capital ratio of 8.00% and a 
  minimum leverage ratio of 3.00% for the highest rated bank holding companies 
  with an additional 1% or 2% required depending on their regulatory ratings and
  expansion plans.  

  On December 19, 1991, the Federal Deposit Insurance Corporation Improvement 
  Act of 1991 ("FDICIA") became law as it relates to the Bank.  While the FDICIA
  primarily addresses additional sources of funding for the Savings Association 
  Insurance Fund ("SAIF") and Bank Insurance Fund ("BIF"), it also imposed a 
  number of mandatory and discretionary supervisory measures on financial 
  institutions.

  The FDICIA requires financial institutions to take certain actions relating to
  their internal operations and also imposes certain operational and managerial 
  standards on financial institutions relating to internal controls, loan 
  documentation, credit underwriting, interest rate exposure, asset growth and 
  compensation, fees and benefits.

  Furthermore, the FDICIA established five capital categories and specified 
  supervisory actions in regard to undercapitalized institutions.  The 
  regulation, which became effective December 19, 1992, ties the capital 
  categories to three capital measures: Total risk-based, Tier 1 risk-based
  and leverage capital.  The definitions of Tier 1 and total capital under the 
  FDICIA are similar to the definitions under the previously existing capital 
  guidelines, except for the ratio of tangible equity to total assets used to 
  define critically undercapitalized banks.  The ratios for each category are as
  follows:
<TABLE>
<CAPTION>
                               Total          Tier 1
                             Risk-based     Risk-based      Leverage
                               Ratio           Ratio          Ratio   

     <S>                        <C>            <S><C>         <S><C>
     Well capitalized         >= 10.00%         >= 6.00%        >= 5.00% 
     Adequately capitalized   8.00-9.99       4.00-5.99      4.00-4.99
     Undercapitalized         6.00-7.99       3.00-3.99      3.00-3.99
     Significantly under-
       capitalized           < 6.00           < 3.00         2.01-2.99
     Critically under-
       capitalized              ---              ---           <= 2.00 
</TABLE>

<PAGE>
     The table discloses the regulatory capital for the Bank as of September 30,
     1996 and December 31, 1995:
<TABLE>
<CAPTION>
                                         September 30,   December 31,
                                             1996            1995   
     <S>                                      <C>           <C>
     Capital:
     Tier 1 capital                      $    9,624         8,508 
     Tier 2 capital                             936           827 
       Total capital                     $   10,560         9,335 
     Total adjusted assets               $  129,309       114,059 
     Risk-weighted assets                $   83,032        72,071 
     Ratios:
     Leverage ratio                          7.44%         7.46% 
        Tier 1 capital to risk-weighted
          assets                            11.59%        11.80% 
        Tier 2 capital to risk-weighted
          assets                             1.13%         1.15% 
     Total capital to risk-weighted
       assets                               12.72%        12.95% 
</TABLE>

     The Bank does not anticipate any difficulty in continuing to meet these 
     minimum capital requirements in the foreseeable future.  Based on these 
     regulations, management believes the Bank is classified as "well 
     capitalized."


FORWARD LOOKING STATEMENTS

     This Form 10-QSB report contains forward looking statements that involve 
     risks and uncertainties, and there are certain important factors that could
     cause actual results to differ materially from those anticipated.  These 
     important factors include, but are not limited to, economic conditions 
     (both generally and more specifically in the markets in which the Company
     and the Bank operate), competition for the Company's and the Bank's 
     customers from other providers of financial services, government 
     legislation and regulation (which changes from time to time and over which
     the Company and the Bank have no control), changes in interest rates, the 
     impact of the Company's rapid growth, and other risks detailed in the 
     Annual Report on Form 10-KSB and in this filing with the Securities and 
     Exchange Commission, all of which are difficult to predict and many of 
     which are beyond the control of the Company.


<PAGE>
PART II - OTHER INFORMATION


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

               (a)  Exhibits:

                    None

               (b)  Reports on Form 8-K:

                    No reports on Form 8-K were filed during the third quarter 
                      of 1996.


     Item 27.  Financial Data Schedule

<PAGE>
         PORT ST. LUCIE NATIONAL BANK HOLDING CORP. AND SUBSIDIARIES

                            S I G N A T U R E S



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.



                    PORT ST. LUCIE NATIONAL BANK HOLDING CORP.
                             

Date: 11/13/96                   By:  /s/ J. Hal Roberts, Jr.                 
                                 J. Hal Roberts, Jr.
                                 President/Chief Executive Officer


Date: 11/13/96                   By:  /s/ Randall A. Ezell                     
                                 Randall A. Ezell
                                 Senior Vice President
                                 Chief Financial Officer