UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-K

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

For the fiscal year ended December 31, 1998

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

Commission file number 0-12524

HANOVER BANCORP, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania                                    23-2219814
(State or other jurisdiction of              (I.R.S. Employer
incorporation or organization)               Identification No.)

33 Carlisle Street
Hanover, Pennsylvania                                 17331
(Address of principal                               (Zip Code)
executive offices)

Registrant's telephone number, including area code     (717) 637-2201
Securities Registered Pursuant To Section 12(b) Of The Act:  None
Securities Registered Pursuant To Section 12(g) Of The Act:

Hanover Bancorp Inc. Common Stock - Par Value $.83 per share
 (Title of class)

       Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the Securities 
Exchange Act 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 such filing requirements for the past 90 days.
YES    X         NO

       Indicate by check mark if disclosure of delinquent filers pursuant 
to Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive Proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K. (   )

       The aggregate market value of the voting stock held by nonaffiliates 
of the registrant as of February 28, 1999, was $61,657,943.

       The number of shares outstanding of the issuer's common stock as of 
February 28, 1999: Common Stock, $.83 Par Value--3,941,375 shares.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the Hanover Bancorp, Inc. 1998 Annual Report to Shareholders, 
which is included at Exhibit 13, and the definitive Proxy Statement for 
the 1999 Annual Shareholders Meeting to be held April 27, 1999, are 
incorporated by reference into Parts II and III, respectively.

                                        1
<PAGE>
HANOVER BANCORP, INC.
FORM 10-K INDEX


PART I                                                        PAGE #

Item 1 - Business                                                3

Item 2 - Properties                                             10

Item 3 - Legal Proceedings                                      11

Item 4 - Submission of Matters to a Vote of Security Holders    11



PART II

Item 5 - Market for Registrant's Common Equity and
         Related Shareholder Matters                            11

Item 6 - Selected Financial Data                                11

Item 7 - Management's Discussion and Analysis of Financial
         Condition and Results of Operations                    12

Item 7A - Quantitative and Qualitative Disclosures about
          Market Risk                                           12

Item 8 - Financial Statements and Supplementary Data            12

Item 9 - Changes In and Disagreements With Accountants
         on Accounting and Financial Disclosure                 12


PART III
Item 10 - Directors and Executive Officers of the Registrant    12

Item 11 - Executive Compensation                                12

Item 12 - Security Ownership of Certain Beneficial
          Owners and Management                                 12

Item 13 - Certain Relationships and Related Transactions        13


PART IV
Item 14 - Exhibits, Financial Statements, Schedules
          and Reports on Form 8-K                               13

Item 15 - Signatures                                            15


                                        2
<PAGE>
PART I

ITEM 1 - BUSINESS

HANOVER BANCORP, INC.
       The registrant, Hanover Bancorp, Inc.(the "Corporation"), was 
incorporated under the laws of the Commonwealth of Pennsylvania on August 
2, 1983.  The Corporation is a one-bank holding company registered under 
the Bank Holding Company Act of 1956, owning all the outstanding shares of 
its subsidiary, Bank of Hanover and Trust Company. The Corporation is 
registered with and subject to the regulatory supervision of the 
Securities and Exchange Commission and the Board of Governors of the 
Federal Reserve System and the Bank is subject to regulatory supervision 
of the Pennsylvania Department of Banking and the Federal Deposit 
Insurance Corporation.  The Corporation's administrative offices are 
located at 33 Carlisle Street, Hanover, Pennsylvania 17331 (telephone 
number 717-637-2201).

BANK OF HANOVER AND TRUST COMPANY
       Bank of Hanover and Trust Company (the "Bank") is the 
Corporation's wholly- owned bank subsidiary and was first organized in 
1835 under the laws of the Commonwealth of Pennsylvania.  The Bank 
conducts its business principally through ten full service banking offices 
located in York and Adams Counties, Pennsylvania. At December 31, 1998, 
the Bank had total deposits of $364,142,000; total assets of $464,315,000; 
and net loans of $285,935,000.
       The Bank offers a wide variety of banking services to all segments 
of its service area. The Bank's lending services include commercial, 
financial and agricultural revolving lines of credit and term loans, 
construction loans, residential mortgage loans and installment and other 
personal loans.  These lending activities involve varying degrees of 
credit risk.  In general, commercial, financial and agricultural loans 
expose the Bank to the most credit risk while residential mortgage loans 
involve the least risk.  In order to keep this risk at an acceptable 
overall level, the Bank strives to maintain a diversified loan portfolio.  
The specific underwriting standards such as loan to value ratios and 
collateral requirements are defined within a formal written lending policy 
and vary from category to category.  The Bank's deposit services include 
commercial and personal checking accounts, savings and time accounts, 
certificates of deposit, and safety deposit services.  The Bank is also a 
member of the MAC system and offers automated teller machine service at 
all of its full service offices, as well as at 11 remote service locations 
in Hanover, York, Dover, East Berlin and Carlisle.
       Individual trust services offered by the Bank include the 
administration of estates, trust and agency accounts.  Corporate trust 
services include acting as trustee for employee benefit plans.
       The Bank is not dependent upon a single customer or a small number 
of customers, the loss of which would have a material adverse effect on 
the Bank or the Corporation.

COMPETITION
       Commercial banking in Pennsylvania is highly competitive.  In 
addition to competition with banks of similar size, the Bank competes 
directly in its market area with larger banking and other financial 
service organizations which have substantially greater resources and serve 
broader geographic markets.

                                        3
<PAGE>
      Competing within the Bank's market area, defined as York and 
Adams Counties, are 179 offices of area financial institutions, including 
commercial banks, savings and loan institutions and savings banks.  As 
determined through the FDIC's website (http://www.fdic.gov), combined 
total deposits of these financial institutions were $5,091,526,000 as of 
June 30, 1998.

STAFF
       The total number of full-time equivalent persons employed by the 
Bank as of December 31, 1998, was 196.  Most employees are provided with 
group life, health and major medical insurance and are eligible for the 
Bank's defined contribution 401(k) Plan.  Management considers employee 
relations to be very good.

SUPERVISION AND REGULATION
       The Corporation, as a "bank holding company" under the Federal 
Bank Holding Company Act, is regulated and examined by the Federal Reserve 
Board.  The Act restricts the business activities and acquisitions that 
may be engaged in, or made by the Corporation.  As a "bank holding 
company" for purposes of Pennsylvania state banking law, the Corporation 
is regulated and supervised by the Pennsylvania Department of Banking.
       Other Federal and Pennsylvania laws regulate, restrict and sometimes 
prohibit certain activities of, or transactions between, a corporation's 
banking subsidiaries and a corporation itself and its other subsidiaries. 
These laws include limitations on the loans by a bank's subsidiaries to 
affiliated companies and on the amount of dividends that may be declared 
by a bank's subsidiaries (see Note 14 to the Consolidated Financial 
Statements).
       The Bank is a member of the FDIC.  Accordingly, its operations are 
subject to regulation and examination by the State of Pennsylvania and the 
FDIC and the Bank's deposits are insured by the FDIC to the extent 
provided by law.
       From time to time, various types of federal and state legislation 
have been proposed that could result in additional regulation of and 
restrictions on the business of the Corporation and the Bank.  Congress has 
proposed "modernization" of the financial services industry.  This 
proposed modernization will have the effect of deregulating and expanding 
the business activities of financial institutions.  These additional 
activities may include broader insurance powers, securities underwriting 
activities and equity investments by commercial banks.  It cannot be 
predicted whether such legislation will be adopted or, if adopted, how such 
legislation would affect the business of the Corporation and the Bank.  As 
a consequence of the extensive regulation of commercial banking activities 
in the United States, the Corporation's and the Bank's business is 
particularly susceptible to being affected by federal legislation and 
regulations that may increase the cost of doing business. Management 
believes that the effect of the provisions of the aforementioned 
legislation on the liquidity, capital resources, and results of operations 
of the Corporation will be immaterial. Management is not aware of any other 
current specific recommendations by regulatory authorities or proposed 
legislation, which if they were implemented, would have a material adverse 
effect upon the liquidity, capital resources or results of operations.  
However, the general cost of compliance with numerous and multiple federal 
and state laws and regulations does have, and in the future may have, a 
negative impact on the Corporation's results of operations.

                                        4
<PAGE>
      Further, the business of the Corporation is also affected by the 
state of the financial services industry in general.  As a result of legal 
and industry changes, management believes that the industry will continue 
to experience consolidations and mergers as the financial services industry 
strives for greater cost efficiencies and market share. Management believes 
that such consolidations and mergers may enhance its competitive position 
as a community bank.

GOVERNMENTAL MONETARY POLICIES
       The earnings of the Corporation and the Bank are affected by 
domestic economic conditions and the monetary and fiscal policies of the 
United States Government and its agencies.  An important function of the 
Federal Reserve System is to regulate the money supply and interest rates.  
Among the instruments used to implement those objectives are open market 
operations in United States government securities and changes in reserve 
requirements against member bank deposits.  These instruments are used in 
varying combinations to influence overall growth and distribution of bank 
loans, investments and deposits, and their use may also affect rates 
charged on loans or paid for deposits.
       As a financial institution, the policies and regulations of the 
Federal Reserve Board have a significant effect on its deposits, loans and 
investment growth, as well as the rate of interest earned and paid, and 
are expected to affect the Bank's operations in the future.  The effect 
of such policies and regulations upon the future business and earnings of 
the Corporation and the Bank cannot be predicted.

EFFECTS OF INFLATION
       The majority of the assets and liabilities of a financial 
institution are monetary in nature, and therefore, differ greatly from 
most commercial and industrial companies that have significant investments 
in fixed assets or inventories.  However, inflation does have an important 
impact on the growth of total assets in the banking industry and the 
resulting need to increase equity capital at higher than normal rates in 
order to maintain an appropriate equity-to-assets ratio.  An important 
effect of this can be the reduction of the proportion of earnings paid out 
in cash dividends. Another significant effect of inflation is on other 
expenses, which tend to rise more rapidly during periods of general 
inflation.  Finally, the most important impact is the influence that 
inflation expectations have on the level and volatility of market interest 
rates.

STATISTICAL DATA

I. Distribution of Assets, Liabilities and Shareholders' Equity; Interest 
Rates and Interest Differential

       The information required by this item is set forth within 
"Management's Discussion and Analysis" (pages 20 through 37 of filing) 
of the Registrant's 1998 Annual Report to Shareholders, excerpts of which 
are included at Exhibit 13, and is incorporated herein by reference.



                                        5
<PAGE>
II. Investment Portfolio

<TABLE>
     The following table sets forth the amortized cost of investments at the dates indicated (in thousands):
<CAPTION>

                                               December 31,
                                          1998     1997     1996
<S>                                     <C>       <C>      <C>
U.S. Treasury securities and
  obligations of other U.S. Government
  agencies and corporations             $ 87,166  $70,032  $49,881
Obligations of states and political
  subdivisions                            43,134   21,753   22,069
Other securities                          12,837    3,353    3,246
  TOTAL                                 $143,137  $95,138  $75,196
</TABLE>
<TABLE>

     The following table sets forth the maturities of investment securities at December 31, 1998
(in thousands, except rates):
<CAPTION>

                                                              After One         After Five
                                                              Year And          Years And
                                             Within            Within            Within            After
                                            One Year         Five Years         Ten Years        Ten Years
                                         Amount    Rate    Amount    Rate     Amount   Rate    Amount   Rate
<S>                                     <C>        <C>    <C>        <C>     <C>       <C>    <C>       <C>
U.S. Treasury securities and
  obligations of other U.S. Government
  agencies and corporations             $ 6,039    5.99%  $12,073    6.17%   $12,435   6.33%  $ 56,619  6.28%
Obligations of states and political
  subdivisions                              749    9.54%    1,585    6.93%     7,268   6.76%    33,532  7.96%
Other securities                              -       -         -       -          -      -     12,837  4.25%
  TOTAL                                 $ 6,788    6.38%  $13,658    6.26%   $19,703   6.49%  $102,988  6.57%
<FN>
Weighted average yields are based on amortized cost. Additionally, yields on tax-exempt obligations have been
computed on a fully taxable equivalent basis assuming a tax rate of 34%.
</TABLE>

       Other information required by this item is set forth within 
"Management's Discussion and Analysis" (pages 20 through 37 of filing) 
of the Registrant's 1998 Annual Report to Shareholders, excerpts of which 
are included at Exhibit 13, and is incorporated herein by reference.


                                        6
<PAGE>
III. Loan Portfolio

<TABLE>
     The following table shows the Corporation's loan distribution by type at the end of the last five years
(in thousands):
 <CAPTION>
                                                                   December 31,
                                                 1998       1997       1996       1995       1994
<S>                                            <C>        <C>        <C>        <C>        <C>
Commercial, financial and agricultural         $ 43,803   $ 35,254   $ 31,991   $ 26,062   $ 25,587
Real estate-construction                          5,429      5,666      3,775      5,384      2,942
Real estate-commercial mortgage                  44,750     34,216     29,563     25,739     21,090
Real estate-residential mortgage                130,196    135,217    119,383     95,227     86,843
Consumer                                         65,162     67,122     69,861     61,457     55,934
    TOTAL                                      $289,340   $277,475   $254,573   $213,869   $192,396
</TABLE>
<TABLE>

     The following table shows the amounts of loans outstanding as of December 31, 1998,
which, based on remaining scheduled repayments of principal, are due in the periods indicated.
Also, the amounts due after one year are classified according to the sensitivity of changes in
interest rates (in thousands):
<CAPTION>
                                                                Maturing
                                                            After
                                                           One And
                                                Within     Within      After
                                               One Year  Five Years Five Years    Total
<S>                                            <C>        <C>        <C>        <C>
Commercial, financial and agricultural         $ 14,607   $ 20,015   $  9,181   $ 43,803
Real estate-construction                          2,346      1,066      2,017      5,429
Real estate-commercial mortgage                   2,442      3,377     38,931     44,750
Real estate-residential mortgage                  4,674     15,891    109,631    130,196
Consumer                                          4,286     56,388      4,488     65,162
    TOTAL                                      $ 28,355   $ 96,737   $164,248   $289,340

Loans maturing after one year with:

  Fixed interest rates                                    $ 85,398   $125,938
  Variable interest rates                                   11,339     38,310
    TOTAL                                                 $ 96,737   $164,248
</TABLE>

       Other information required by this item is set forth within 
"Management's Discussion and Analysis" (pages 20 through 37 of filing) 
of the Registrant's 1998 Annual Report to Shareholders, excerpts of which 
are included at Exhibit 13, and is incorporated herein by reference.


                                        7
<PAGE>
IV. Summary of Loan Loss Experience

<TABLE>
 The following table shows the allocation of the loan loss allowance at the dates indicated (in thousands, except ratios):
<CAPTION>


                                   1998                 1997                 1996                 1995                1994
                                      Percent              Percent              Percent              Percent              Percent
                                      of Loans             of Loans             of Loans             of Loans             of Loans
                                      in each              in each              in each              in each              in each
                                      Category             Category             Category             Category             Category
                           Allowance  to Total  Allowance  to Total  Allowance  to Total  Allowance  to Total  Allowance  to Total
                            Amount     Loans     Amount     Loans     Amount     Loans     Amount     Loans     Amount     Loans
<S>                        <C>           <C>    <C>           <C>    <C>           <C>    <C>           <C>    <C>           <C>
 Commercial, financial,
   agricultural and
   real estate -
   commercial mortgage     $   466        30.6% $   888        25.1% $   668        24.2% $   387        24.2% $ 1,139        24.3%
 Real estate -
   construction                 23         1.9%      24         2.0%      16         1.5%      17         2.5%       6         1.5%
 Real estate -
   residential mortgage        472        45.0%     473        48.7%     393        46.9%     296        44.5%     261        45.1%
 Consumer                      580        22.5%     605        24.2%     631        27.4%     537        28.8%     483        29.1%
 Unallocated                 1,864                  918                  695                  983                  609
   TOTAL                   $ 3,405       100.0% $ 2,908       100.0% $ 2,403       100.0% $ 2,220       100.0% $ 2,498       100.0%
</TABLE>

       Other information required by this item is set forth within 
"Management's Discussion and Analysis" (pages 20 through 37 of filing) 
of the Registrant's 1998 Annual Report to Shareholders, excerpts of which 
are included at Exhibit 13, and is incorporated herein by reference.


                                        8
<PAGE>
V. DEPOSITS

<TABLE>
     The average daily amount and rate of deposits (all domestic) is summarized for the
periods indicated in the following table (in thousands, except rates):
<CAPTION>
                                                                Year-Ended December 31,
                                                      1998               1997               1996
                                                Amount     Rate    Amount     Rate    Amount     Rate
<S>                                            <C>         <C>    <C>         <C>    <C>         <C>
Non-interest bearing demand deposits           $ 31,168           $ 27,994           $ 26,892
Interest bearing demand deposits                 33,552    1.33%    29,062    1.33%    27,726    1.50%
Savings deposits                                 19,899    2.07%    22,346    2.04%    25,943    2.10%
Money market deposits                            87,843    3.58%    70,577    3.37%    53,845    2.80%
Time deposits                                   171,974    5.52%   163,107    5.59%   154,489    5.55%
  TOTAL                                        $344,436           $313,086           $288,895
</TABLE>


<TABLE>
The following table presents a maturity distribution of time certificates over $100,000 (in thousands):
<CAPTION>
                                      December 31,
                                     1998      1997
<S>                                <C>       <C>
MATURING IN
  3 months or less                 $ 1,485   $ 4,023
  4-6 months                         1,751     1,246
  7-12 months                        3,933     2,659
  Over 12 months                     9,411     5,393
    TOTAL                          $16,580   $13,321
</TABLE>


<TABLE>
The following table presents the annual maturities of time deposits at December 31, 1998 (in thousands):
<CAPTION>

                                           Annual
                                         Maturities
<S>                                       <C>
1999                                      $ 87,120
2000                                        60,916
2001                                        16,557
2002                                         1,399
2003                                         2,538
2004 and thereafter                         12,006
                                          $180,536
</TABLE>



                                        9
<PAGE>
VI. RETURN ON EQUITY AND ASSETS

       The information required by this item is set forth within "Selected 
Consolidated Financial Data" (page 19 of filing) of the Registrant's 
1998 Annual Report to Shareholders, excerpts of which are included at 
Exhibit 13, and is incorporated herein by reference.

VII. SHORT-TERM BORROWINGS

       The information required by this item is set forth within "Notes to 
Consolidated Financial Statements" (pages 45 through 61 of filing) of the 
Registrant's 1998 Annual Report to Shareholders, excerpts of which are 
included at Exhibit 13, and is incorporated herein by reference

ITEM 2 - PROPERTIES

       The Corporation's headquarters is located in its Administration 
Center at 33 Carlisle Street, Hanover, Pennsylvania 17331.  In addition to 
the Administration Center, the Bank owns the following unencumbered 
banking offices:

MAIN OFFICE                 TELESERVICES CENTER
25 Carlisle Street          951 York Street
Hanover, York County        Hanover, York County
Pennsylvania   17331        Pennsylvania   17331
BALTIMORE STREET            EISENHOWER DRIVE
OFFICE                      OFFICE
1416 Baltimore Street       453 Eisenhower Drive
Hanover, York County        Hanover, York County
Pennsylvania   17331        Pennsylvania   17331

NEW OXFORD                  WEST MANCHESTER
OFFICE                      OFFICE (Building)
318 Lincolnway East         1511 Kenneth Road
New Oxford, Adams County    York, York County
Pennsylvania   17350        Pennsylvania   17404

OPERATIONS CENTER
1040 High Street
Hanover, York County
Pennsylvania   17331


       The Bank also owns the following unencumbered property: Vacant 2-
acre tract of land located at the intersection of Pennsylvania Route 74 
and Wellsville Road in the Borough of Wellsville, York County, 
Pennsylvania which was obtained for possible branch development.

                                       10
<PAGE>
      The Bank leases the following properties:

CARLISLE STREET OFFICE      ROSSVILLE OFFICE
880 Carlisle Street         3405 Rosstown Road
Hanover, York County        Wellsville, York County
Pennsylvania   17331        Pennsylvania   17365

DOWNTOWN GETTYSBURG         LITTLESTOWN
OFFICE                      OFFICE
6 York Street               400 West King Street
Gettysburg, Adams County    Littlestown, Adams County
Pennsylvania   17325        Pennsylvania   17340

GETTYSBURG EAST             WEST MANCHESTER
OFFICE                      OFFICE (Land)
1275 York Road              1511 Kenneth Road
Gettysburg, Adams County    York, York County
Pennsylvania   17325        Pennsylvania   17404

ITEM 3 - LEGAL PROCEEDINGS

       In the opinion of the management of the Corporation and the Bank, 
there are no proceedings pending to which the Corporation and/or Bank is a 
party or to which their property is subject, which, if determined 
adversely to the Corporation or Bank, would be material in relation to the 
Corporation's and the Bank's undivided profits or financial condition.  
There are no proceedings pending other than ordinary routine litigation 
incident to the business of the Corporation or the Bank. In addition, no 
material proceedings are pending or are known to be threatened or 
contemplated against the Corporation or the Bank by
government authorities.

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
       None.


PART II

ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS

       The information required by this item is set forth within the 
Registrant's 1998 Annual Report to Shareholders (pages 38 through 39 of 
filing), excerpts of which are included at Exhibit 13, and is incorporated 
herein by reference.


ITEM 6 - SELECTED FINANCIAL DATA

       The information required by this item is set forth within the 
Registrant's 1998 Annual Report to Shareholders (page 19 of filing), 
excerpts of which are included at Exhibit 13, and is incorporated herein 
by reference.



                                       11
<PAGE>
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND
RESULTS OF OPERATIONS


       The information required by this item is set forth within the 
Registrant's 1998 Annual Report to Shareholders (pages 20 through 37 of 
filing), excerpts of which are included at Exhibit 13, and is incorporated 
herein by reference.


ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       The information required by this item is set forth within 
"Management's Discussion and Analysis" (pages 20 through 37 of filing) 
of the Registrant's 1998 Annual Report to Shareholders, excerpts of which 
are included at Exhibit 13, and is incorporated herein by reference.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

       The information required by this item is set forth within the 
Registrant's 1998 Annual Report to Shareholders (pages 40 through 61 of 
filing), excerpts of which are included at Exhibit 13, and is incorporated 
herein by reference.


ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

       None.


PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       The information required by this item is set forth on pages 6 
through 8 and pages 14 through 15 of the Registrant's definitive Proxy 
Statement for the 1999 Annual Shareholders Meeting, which is incorporated 
herein by reference.


ITEM 11 - EXECUTIVE COMPENSATION

       The information required by this item is set forth on pages 8 
through 13 of the Registrant's definitive Proxy Statement for the 1999 
Annual Shareholders Meeting, which is incorporated herein by reference.


ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       The information required by this item is set forth on pages 4 
through 5 and page 14 of the Registrant's definitive Proxy 
Statement for the 1999 Annual Shareholders Meeting, which is incorporated 
herein by reference.



                                       12
<PAGE>
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

       The information required by this item is set forth on pages 14 through
15 of the Registrant's definitive Proxy Statement for the 1999 Annual 
Shareholders Meeting, which is incorporated herein by reference.


PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-
K

(a)    1. Financial Statements

The following financial statements are included by reference in Part 
II, Item 8 hereof:

Report of Independent Auditors
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements


2. Financial Statement Schedules

This item is omitted because the required information is either not 
applicable, not required or is shown in the respective financial 
statements or in the notes thereto.

3. The following Exhibits are filed herewith or incorporated by 
reference as a part of this Annual Report.

3(i). Articles of Incorporation previously filed as Exhibit 
3(i) to the Corporation's June 30, 1998 Form 10-Q filed 
August 14, 1998, are hereby incorporated by reference.

3(ii). The By-laws of the Corporation previously filed as 
Exhibit 3(ii) to the Corporation's June 30, 1998 Form 10-Q 
filed August 14, 1998, are hereby incorporated by reference.

10.1 Hanover Bancorp, Inc. Omnibus Stock Plan (incorporated by 
reference to the Registrant's Registration Statement on Form 
S-8, No. 33-73470, filed with the commission on 12/27/93).

10.2 Severence Agreement with Chief Executive Officer 
previously filed as Exhibit 10.2 to the Corporation's 
December 31, 1997 Form 10-K filed March 27, 1998, is hereby 
incorporated by reference.

11 Statement regarding computation of per share earnings (The 
information required by this item is set forth within "Notes 
to Consolidated Financial Statements" (pages 45 through 61 of 
filing) of the Registrant's 1998 Annual Report to  
Shareholders, excerpts of which are included at Exhibit 13, 
and is incorporated herein by reference).


                                       13
<PAGE>
13 Excerpts from the 1998 Annual Report to Shareholders.

21 Subsidiaries of the Registrant.

23 Consent of independent auditors.

27 Financial Data Schedule.

(b) There were no reports filed on Form 8-K for the quarter ended December 
31, 1998.

(c) The exhibits required by this item are listed under item 14(a) 3 
above.

(d) Not applicable.


                                       14
<PAGE>
ITEM 15 - SIGNATURES


       Pursuant to the requirements of Section 13 or 15(d) of the 
Securities Exchange Act of 1934, the registrant has duly caused this 
report to be signed on its behalf by the undersigned, thereunto duly 
authorized, on March 19, 1999.


Hanover Bancorp, Inc. (Registrant)


BY: /s/ J. Bradley Scovill
J. Bradley Scovill
President and Chief Executive Officer
(Principal Executive Officer)

       Pursuant to the requirements of the Securities Exchange Act of 1934, 
this report has been signed by the following persons on behalf of the 
registrant and in the capacities indicated, on March 19, 1999.


/s/ Michael D. Bross
Michael D. Bross
Director

/s/ Thomas M. Bross, Jr.
Thomas M. Bross, Jr.
Director,

/s/ S. Forry Eisenhart, Jr.
S. Forry Eisenhart, Jr.
Director

/s/ Bertram F. Elsner
Bertram F. Elsner
Director
Vice Chairman of the Board

/s/ J. Daniel Frock
J. Daniel Frock
Director

/s/ Dr. Gordon S. Haaland
Dr. Gordon S. Haaland
Director

/s/ Stewart E. Hartman, Jr.
Stewart E. Hartman, Jr.
Director

/s/ Terrence L. Hormel
Terrence L. Hormel
Director,
Chairman of the Board


                                       15
<PAGE>
/s/ Earl F. Noel, Jr.
Earl F. Noel, Jr.
Director

/s/ Charles W. Test
Charles W. Test
Director

/s/ J. Bradley Scovill
J. Bradley Scovill
Director, President and
Chief Executive Officer
(Principal Executive Officer)

/s/ Thomas J. Paholsky
Thomas J. Paholsky
Treasurer
(Principal Accounting and
Financial Officer)


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<PAGE>
EXHIBIT INDEX


                                                                  Page
                                                                 Number
                                                               in Filing
Exhibit No.                                                (if applicable)

3(i). Articles of Incorporation previously filed as 
Exhibit 3(i) to the Corporation's June 30, 1998 Form 10-
Q filed August 14, 1998, are hereby incorporated by 
reference.

3(ii). The By-laws of the Corporation previously filed as 
Exhibit 3(ii) to the Corporation's June 30, 1998 Form 
10-Q filed August 14, 1998, are hereby incorporated by 
reference.

10.1 Hanover Bancorp, Inc. Omnibus Stock Plan 
(incorporated by reference to the Registrant's 
Registration Statement on Form S-8, No. 33-73470, filed 
with the commission on 12/27/93).

10.2 Severence Agreement with Chief Executive Officer 
previously filed as Exhibit 10.2 to the Corporation's 
December 31, 1997 Form 10-K filed March 27, 1998, is 
hereby incorporated by reference.

11 Statement regarding computation of per share earnings 
(The information required by this item is set forth 
within "Notes to Consolidated Financial Statements" 
(pages 45 through 61 of filing) of the Registrant's 1998 
Annual Report to  Shareholders, excerpts of which are 
included at Exhibit 13, and is incorporated herein by 
reference).

13 Excerpts from the 1998 Annual Report to Shareholders.             18

21 Subsidiaries of the Registrant.                                   62

23 Consent of independent auditors.                                  63

27 Financial Data Schedule.                                          64
                                       17