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, 1995

                             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:    

                    Common Stock - Par Value $1.11 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. ( X )

        The aggregate market value of the voting stock held by nonaffiliates of
the registrant as of February 15, 1996, was $52,888,649.

        The number of shares outstanding of the issuer's common stock as of
February 15, 1996:  Common Stock, $1.11 Par Value -- 3,108,118 shares.

DOCUMENTS INCORPORATED BY REFERENCE: 

        Portions of the Hanover Bancorp, Inc. Proxy Statement for the Annual
Shareholders Meeting to be held April 9, 1996, are incorporated by reference
into Part III.
<PAGE>
HANOVER BANCORP, INC. 
FORM 10-K INDEX


PART I                                                              PAGE #

Item 1 - Business . . . . . . . . . . . . . . . . . . . . . . . . .    1
 
Item 2 - Properties . . . . . . . . . . . . . . . . . . . . . . . .    3

Item 3 - Legal Proceedings. . . . . . . . . . . . . . . . . . . . .    4

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


PART II

Item 5 - Market for Registrant's Common Equity and 
         Related Shareholder Matters. . . . . . . . . . . . . . . .    4

Item 6 - Selected Financial Data. . . . . . . . . . . . . . . . . .    4

Item 7 - Management's Discussion and Analysis of Financial       
         Condition and Results of Operations. . . . . . . . . . . .    4

Item 8 - Financial Statements and Supplementary Data. . . . . . . .    4

Item 9 - Changes In and Disagreements With Accountants
         on Accounting and Financial Disclosure. . . . . . . . . .     4


PART III

Item 10 - Directors and Executive Officers of the Registrant. . . .    5

Item 11 - Executive Compensation. . . . . . . . . . . . . . . . . .    5

Item 12 - Security Ownership of Certain Beneficial 
          Owners and Management. . . . . . . . . . . . . . . . . . .   5

Item 13 - Certain Relationships and Related Transactions. . . . . .    5


PART IV                                                             

Item 14 - Exhibits, Financial Statements, Schedules
          and Reports on Form 8-K . . . . . . . . . . . . . . . . .    5

Item 15 - Signatures. . . . . . . . . . . . . . . . . . . . . . . .    7

<PAGE>
                                     PART I

ITEM 1 - BUSINESS

HANOVER BANCORP, INC. - GENERAL

   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 as amended, 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 ("Federal Reserve Board") and the
Bank is subject to regulatory supervision of the Pennsylvania Department of
Banking and the Federal Deposit Insurance Corporation ("FDIC").  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 eleven full service banking offices and one loan production office
located in York and Adams Counties, Pennsylvania.  At December 31, 1995, the
Bank had total deposits of $279,372,000; total assets of $332,753,000; and
net loans of $211,649,000.
   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 24-hour
automated teller machine service at six of its Hanover offices, both of its
Gettysburg offices and at its offices in Littlestown, New Oxford and
Rossville as well as three remote service locations in Hanover.
   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.
<PAGE>
   Competing within the Bank's market area, defined as York and Adams
Counties, are 208 offices of area financial institutions, including
commercial banks, savings banks and credit unions.  According to Sheshunoff
Information Services, Inc.'s Branches of Pennsylvania - 1995, combined total
deposits of these financial institutions was $5,448,842,000 as of June 30,
1994.

STAFF

   The total number of full-time equivalent persons employed by the Bank as of
December 31, 1995, was 197.75.  Most employees participate in the Bank's
pension plan and are provided with group life, health and major medical
insurance.  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 (the "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 12 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.

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 banking 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.
<PAGE>
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                        YORK STREET OFFICE
25 Carlisle Street                 951 York Street
Hanover, York County               Hanover, York County
Pennsylvania   17331               Pennsylvania   17331

NEW OXFORD OFFICE                  HANOVER CROSSING OFFICE
318 Lincolnway East                453 Eisenhower Drive
New Oxford, Adams County           Hanover, York County
Pennsylvania   17350               Pennsylvania   17331

OPERATIONS CENTER                  WEST MANCHESTER OFFICE (Building)
1040 High Street                   1511 Kenneth Road
Hanover, York County               York, York County
Pennsylvania   17331               Pennsylvania   17404
                                   (Opening March 18, 1996)  

   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 for possible branch development and is now listed for
sale.


   The Bank leases the following properties: 

PLAZA OFFICE                       SOUTH HANOVER OFFICE
880 Carlisle Street                1049 Baltimore Street
Hanover, York County               Hanover, York County
Pennsylvania   17331               Pennsylvania   17331

NORTH MALL OFFICE                  ROSSVILLE OFFICE
Carlisle Street Extended           3405 Rosstown Road
Hanover, York County               Wellsville, York County
Pennsylvania   17331               Pennsylvania   17365

GETTYSBURG EAST OFFICE             LITTLESTOWN OFFICE
1275 York Road                     400 West King Street
Gettysburg, Adams County           Littlestown, Adams County
Pennsylvania   17325               Pennsylvania   17340

DOWNTOWN GETTYSBURG OFFICE         WEST YORK LOAN PRODUCTION OFFICE
6 York Street                      1550 Kenneth Road
Gettysburg, Adams County           York, York County
Pennsylvania   17325               Pennsylvania   17404

WEST MANCHESTER OFFICE (Land)
1511 Kenneth Road
York, York County
Pennsylvania   17404
(Opening March 18, 1996)
<PAGE>
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 authorites.  


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 

   COMMON STOCK MARKET PRICES AND DIVIDENDS on page 33 of the 1995 Annual
Report to Shareholders is incorporated herein by reference.


ITEM 6 - SELECTED FINANCIAL DATA

   Hanover Bancorp, Inc.'s SELECTED CONSOLIDATED FINANCIAL DATA on page 11 of
the 1995 Annual Report to Shareholders is incorporated herein by reference.


ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
         AND RESULTS OF OPERATIONS

    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS on pages 13 through 32 of the 1995 Annual Report to Shareholders
is incorporated herein by reference.


ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   The Consolidated Financial Statements and the related Notes to the
Financial Statements on pages 36 through 55 of the 1995 Annual Report to
Shareholders are incorporated herein by reference.


ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACOOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE
         
   None.

<PAGE>
                                     PART III

ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

   ELECTION OF DIRECTORS on pages 5 through 7 and OFFICERS OF THE
CORPORATION and PRINCIPAL OFFICERS OF THE BANK on pages 15 through 16
of the 1996 Proxy Statement are incorporated herein by reference.


ITEM 11 - EXECUTIVE COMPENSATION

   COMPENSATION OF DIRECTORS, COMPENSATION COMMITTEE REPORT, SUMMARY
COMPENSATION TABLE and RETIREMENT BENEFITS on pages 8 through 15 
of the 1996 Proxy Statement are incorporated herein by reference.


ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
          AND MANAGEMENT

   OWNERSHIP OF SECURITIES BY THE CORPORATION'S DIRECTORS, NOMINEES AND
PRINCIPAL OFFICERS on pages 3 through 4 and OFFICERS OF THE CORPORATION
and PRINCIPAL OFFICERS OF THE BANK on pages 15 through 16 of the 1996
Proxy Statement are incorporated herein by reference.


ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 

   CERTAIN TRANSACTIONS on page 17 of the 1996 Proxy Statement are
incorporated herein by reference.


                                     PART IV

ITEM 14 - EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS 

        A.  (1) and (2)  Consolidated Financial Statements and Schedules. 
            Included within Exhibit (13).

            (3)  Exhibits as required by Item 601 of Regulation S-K.

                 (3)(a)(1)  Articles of Incorporation previously
                 filed as Exhibit 3a to the Corporation's 1991
                 Form 10-K filed March 27, 1992, are hereby
                 incorporated by reference.

                 (3)(a)(2)  Amendments to Article 4 of the Articles
                 of Incorporation previously filed as Exhibit 3a to the
                 Corporation's 1993 Form 10-K filed March 11, 1994, are hereby
                 incorporated by reference.

                 (3)(b)  The By-laws of the Corporation previously
                 filed as Exhibit 3b to the Corporation's 1991
                 Form 10-K filed March 27, 1992, are hereby
                 incorporated by reference.

                 (3)(c)  Amendment to Article 5.A. of the Articles
                 of Incorporation previously filed as Exhibit 3c to the
                 Corporation's 1994 Form 10-K filed March 20, 1995, are hereby
                 incorporated by reference.

                 (13)  1995 Annual Report to Shareholders.
<PAGE>
                 (22)  The registrant has one subsidiary, Bank of
                 Hanover and Trust Company, 25 Carlisle Street,
                 Hanover, Pennsylvania 17331, incorporated
                 in Pennsylvania. 

                 (23)  Consents of independent auditors.

                 (27)  Financial Data Schedule.

                 (28)  Additional Exhibits.

                       (99)(a)  Auditor's Report. Included within Exhibit (13).

                       (99)(b)  Proxy Statement and Notice of Annual
                       Meeting of Shareholders to be held April 9,
                       1996, are hereby incorporated by reference.

                       (99)(c)  Form of Proxy for Annual Meeting of
                       Shareholders to be held April 9, 1996, is
                       hereby incorporated by reference.

        B. There were no reports filed on Form 8-K for the quarter
        ended December 31, 1995. 

        C and D. Exhibits and Financial Statement Schedules.  All
        other schedules for which provision is made in the applicable
        accounting regulation of the Securities and Exchange
        Commission are not required under the related instruction or
        are inapplicable and, therefore, have been omitted.
<PAGE>
ITEM 15 - SIGNATURES

     Pursuant to the requirement 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.


        Hanover Bancorp, Inc. (Registrant)


BY:  /S/ J. Bradley Scovill                           February 16, 1996
     J. Bradley Scovill                                      Date
     President and Chief Executive Officer
     (Principal Executive Officer)


     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed on February 16, 1996, by the following persons on
behalf of the registrant and in the capacities indicated.



     /S/ Michael D. Bross                    /S/ Thomas M. Bross, Jr.     
     Michael D. Bross                        Thomas M. Bross, Jr.           
     Director                                Director,
                                             Vice Chairman of the Board


     /S/ S. Forry Eisenhart, Jr.             /S/ Bertram F. Elsner       
     S. Forry Eisenhart, Jr.                 Bertram F. Elsner
     Director                                Director             


     /S/ J. Daniel Frock                     /S/ John S. Hollinger, Jr. 
     J. Daniel Frock                         John S. Hollinger, Jr.
     Director                                Director


     /S/ Terrence L. Hormel                  /S/ Earl F. Noel, Jr.        
     Terrence L. Hormel                      Earl F. Noel, Jr.
     Director,                               Director
     Chairman of the Board


     /S/ Vincent P. Pisula                   /S/ Charles W. Test         
     Vincent P. Pisula, MD                   Charles W. Test
     Director                                Director
                                             
                                             
     /S/ J. Bradley Scovill                  /S/ Gerald M. Warner         
     J. Bradley Scovill                      Gerald M. Warner   
     Director, President and                 Secretary and Treasurer
     Chief Executive Officer                 (Principal Accounting and
     (Principal Executive Officer)            Financial Officer)