FORM 10-Q.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)
[X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 For the quarterly period ended June 30, 1999

                                            or

[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _________________ to ______________________
(Amended by Exch Act Rel No.  312905.  eff 4/26/93.)
Commission file Number 0-14506

                     Pioneer American Holding Company Corp.
             (Exact name of registrant as specified in its charter)


         Pennsylvania                                   23-2319931
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                       Identification No.)

      41 North Main Street, Carbondale, PA                 18407
    (Address of principal executive offices)            (Zip Code)

        Registrant's telephone number, including area code (570) 282-2662



    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. [ X ] Yes         [ ] No



                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
    Indicate by check mark whether the  registrant  has filed all  documents and
reports  required  to be  filed by  Section  12,  13 or 15(d) of the  Securities
Exchange Act of 1934 subsequent to the  distribution of securities  under a plan
confirmed by a court.
                                          [  ] Yes          [  ] No


                      APPLICABLE ONLY TO CORPORATE ISSUERS:
    Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
    The number of shares outstanding as of June 30, 1999     2,921,138 shares
                                                             -----------------



<PAGE>

                                      INDEX

                     PIONEER AMERICAN HOLDING COMPANY, CORP.

PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements (Unaudited)

                  Consolidated Balance Sheets--June 30, 1999
                    and December 31, 1998.----------------------------Page  2-3

                  Consolidated Statements of Operations--Three and Six
                     months ended June 30, 1999 and 1998--------------Page  4

                  Consolidated Statements of Cash Flows--Six months
                    ended June 30, 1999 and 1998.---------------------Pages 5-6

                  Notes to Consolidated Financial Statements--
                    June 30, 1999.------------------------------------Pages 7-8

         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.--------------------------Pages 9-14

PART II.  OTHER INFORMATION

         Item 1.  Legal Proceedings-----------------------------------Page 15

         Item 2.  Changes in Securities-------------------------------Page 15

         Item 3.  Defaults upon Senior Securities---------------------Page 15

         Item 4.  Submission of Matters to a Vote of Security
                  Holders---------------------------------------------Page 15

         Item 5.  Other Information-----------------------------------Page 15

         Item 6.  Exhibits and Reports on form 8-K--------------------Page 15



         SIGNATURES---------------------------------------------------Page 16

                                     Page 1
<PAGE>


<TABLE>
<CAPTION>

PIONEER AMERICAN HOLDING COMPANY CORP.
Consolidated Balance Sheets (Unaudited)
                                                                          (Dollars in thousands)
----------------------------------------------------------------------------------------------------------------
                                                                June 30,                         December 31,
Assets                                                            1999                               1998
----------------------------------------------------------------------------------------------------------------
<S>                                                       <C>                                    <C>

Cash and due from banks                                   $            14,989                            13,977
Federal funds sold                                                      2,250                             7,600

Securities  available  for sale (cost of securities of
     $119,684 on June 30, 1999
     and $100,057 on December 31, 1998)

     Federal agency mortgage backed obligations                        49,914                            34,127
     Other obligations of Federal agencies                             45,804                            47,537
     Obligations of states and political subdivisions                  14,698                            13,289
     Other securities                                                   6,139                             6,126
----------------------------------------------------------------------------------------------------------------
Total securities available for sale                                   116,555                           101,079
----------------------------------------------------------------------------------------------------------------

Securities held to  maturity  (approximate  market  value of
     $38,561 on June 30, 1999 and $46,729 on December 31, 1998)

        Federal agency mortgage backed obligations                     30,453                            35,838
        Obligations of states and political subdivisions                8,509                            10,340
----------------------------------------------------------------------------------------------------------------
Total securities held to maturity                                      38,962                            46,178
----------------------------------------------------------------------------------------------------------------

Loans, net of unearned discount and deferred loan fees                241,317                           225,735
Allowance for loan losses                                              (2,976)                           (2,909)
----------------------------------------------------------------------------------------------------------------
Net loans                                                             238,341                           222,826
----------------------------------------------------------------------------------------------------------------

Accrued interest receivable                                             2,716                             2,547
Premises and equipment                                                  6,701                             7,067
Other real estate owned                                                 1,146                             1,449
Other assets                                                            3,761                             1,843
Cost in  excess  of fair  value  of net  assets  acquired
     (net  of  accumulated
     amortization of $971 June 30,
     1999 and $952 December 31, 1998)                                     572                               591
----------------------------------------------------------------------------------------------------------------

Total assets                                              $           425,993                           405,157
----------------------------------------------------------------------------------------------------------------

</TABLE>
                                      Page 2
<PAGE>

<TABLE>
<CAPTION>


PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Balance Sheets, Continued (Unaudited)
                                                                         (Dollars in thousands)
------------------------------------------------------------------------------------------------------------
                                                                 June 30,                     December 31,
Liabilities and Stockholders' Equity                               1999                           1998
------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                               <C>

Deposits:
     Demand - noninterest bearing                           $          45,901                        42,931
     NOW and Super NOW                                                 33,172                        38,462
     Savings                                                           60,378                        56,714
     Money Market                                                      20,254                        22,481
     Time                                                             146,917                       146,772
------------------------------------------------------------------------------------------------------------
Total deposits                                                        306,622                       307,360
------------------------------------------------------------------------------------------------------------

Accrued interest payable                                                2,336                         2,095
Dividends payable                                                         584                           581
Other borrowed money                                                   81,408                        58,357
Other liabilities                                                       1,561                         1,298
------------------------------------------------------------------------------------------------------------

Total liabilities                                                     392,511                       369,691
------------------------------------------------------------------------------------------------------------

Stockholders' equity:
     Common  stock,  $1 par  value  per  share,  25,000,000  shares  authorized;
     2,926,242 shares on June 30, 1999 and 2,904,309 on December 31, 1998
      issued                                                            2,926                         2,904
     Additional paid-in capital                                        11,859                        11,768
     Retained earnings                                                 20,874                        20,120
     Accumulated other comprehensive income                            (2,065)                          674
     Less:  Treasury stock at cost (5,104 shares)
        on June 30, 1999                                                 (112)                            0
------------------------------------------------------------------------------------------------------------

Total stockholders' equity                                             33,482                        35,466
------------------------------------------------------------------------------------------------------------





Total liabilities and stockholders' equity                  $         425,993                       405,157
------------------------------------------------------------------------------------------------------------

</TABLE>
                                     Page 3


<PAGE>
<TABLE>
<CAPTION>

PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Statement Operations (Unaudited)
                                                                       Three Months Ended               Six Months Ended
                                                                     (Dollars in thousands)          (Dollars in thousands)

---------------------------------------------------------------------------------------------------------------------------------
                                                                    June 30,         June 30,       June 30,         June 30,
                                                                      1999             1998           1999             1998
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                   <C>            <C>              <C>

Interest income:
     Interest and fees on loans                                $          4,922            4,790          9,734            9,474
     Interest on Federal funds sold                                          69               82            151               91
     Interest on investments:
              Taxable                                                     2,101            1,933          4,075            3,982
              Non-taxable                                                   310              276            627              558
---------------------------------------------------------------------------------------------------------------------------------

Total interest income                                                     7,402            7,081         14,587           14,105
---------------------------------------------------------------------------------------------------------------------------------

Interest expense:
     Interest on deposits                                                 2,627            2,650          5,356            5,281
     Interest on Federal funds purchased                                      0                1              0               23
     Interest on other borrowed money                                     1,142              889          2,110            1,709
---------------------------------------------------------------------------------------------------------------------------------

Total interest expense                                                    3,769            3,540          7,466            7,013
---------------------------------------------------------------------------------------------------------------------------------
Net interest income                                                       3,633            3,541          7,121            7,092

Provision for loan losses                                                   110              150            185              300
---------------------------------------------------------------------------------------------------------------------------------

Net interest income after provision for loan losses                       3,523            3,391          6,936            6,792
---------------------------------------------------------------------------------------------------------------------------------

Other operating income:
     Service charges on deposit accounts                                    372              335            748              637
     Gain on sale of available for sale securities                           88                0             88              296
     ATM fees                                                               156              115            297              219
     Other income                                                           145              134            271              285
---------------------------------------------------------------------------------------------------------------------------------

Total other operating income                                                761              584          1,404            1,437
---------------------------------------------------------------------------------------------------------------------------------

Other operating expenses:
     Salaries and employee benefits                                       1,390            1,318          2,721            2,670
     Net occupancy expense of bank premises                                 269              249            554              519
     Furniture and equipment expenses                                       247              193            489              362
     Data processing expense                                                 57               61            122              124
     Other expenses                                                         902              893          1,852            1,713
---------------------------------------------------------------------------------------------------------------------------------

Total other operating expenses                                            2,865            2,714          5,738            5,388
---------------------------------------------------------------------------------------------------------------------------------

Income before income taxes                                                1,419            1,261          2,602            2,841

Income tax expense                                                          380              340            680              780
---------------------------------------------------------------------------------------------------------------------------------

Net income                                                     $          1,039              921          1,922            2,061
---------------------------------------------------------------------------------------------------------------------------------

Other comprehensive income net of tax
     Unrealized gain/loss on securities
       Unrealized holding gain/(loss) arising during the period          (1,819)              16         (2,681)              56
       Less reclassification adjustment for gains
            included in net income                                          (58)               0            (58)            (195)
       Comprehensive income                                                (838)             937           (817)           1,922
---------------------------------------------------------------------------------------------------------------------------------

Earnings Per Share Data (based on net income):

Basic                                                          $              0.36             0.32           0.66             0.71
Diluted                                                                       0.35             0.31           0.65             0.70
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                     Page 4

<PAGE>
<TABLE>
<CAPTION>

PIONEER AMERICAN HOLDING COMPANY, CORP
Consolidated Statements of Cash Flows (Unaudited)                          Six Months Ended
                                                                        (Dollars in thousands)
--------------------------------------------------------------------------------------------------------
                                                                  June 30,                   June 30,
                                                                    1999                       1998
--------------------------------------------------------------------------------------------------------
<S>                                                          <C>                            <C>

Cash flows from operating activities:
     Net income                                              $          1,922                     2,061

     Adjustments to reconcile net income to net cash from operating activities:
            Net gain on sale of securities available for sale             (88)                     (296)
            Accretion of discount on securities
                and money market investments                              (99)                      (21)
            Amortization of premium on investment
                securities                                                258                       141
            Provision for loan losses                                     185                       300
            Decrease in deferred loan fees                                (49)                      (62)
            Decrease (increase) in accrued interest receivable           (169)                      263
            Depreciation and amortization of premises
                and equipment                                             529                       419
            Loss on sale of premises and equipment                          1                         0
            Loss on sale of other real estate                              51                       113
            Proceeds from the sale of mortgages
                and PHEAA loans held for sale                             674                     2,560
            Net increase in mortgage and PHEAA loans
                held for sale                                          (1,132)                   (2,959)
            Gain on sale of mortgages and PHEAA loans                      (5)                      (20)
            Increase in other assets                                     (506)                   (1,433)
            Amortization of goodwill                                       19                        19
            Increase in accrued interest payable                          241                       252
            Increase in other liabilities                                 263                     1,107
--------------------------------------------------------------------------------------------------------
     Total adjustments to reconcile net income to net cash
        from operating activities                                         173                       383
--------------------------------------------------------------------------------------------------------
Net cash from operating activities                                      2,095                     2,444
--------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
     Proceeds from maturities and calls of securities
        held to maturity                                                7,085                     5,575
     Proceeds from maturities and calls of
        securities available for sale                                  14,114                    10,827
     Proceeds from sales of securities available for sale               4,626                    12,012
     Purchases of securities held to maturity                               0                   (25,705)
     Purchases of securities available for sale                       (38,307)                   (6,685)
     Net increase in loans made to customers, excluding
        provision for loan losses and change in
        deferred loan fees                                            (15,337)                   (9,629)
     Acquisition of premises and equipment                               (164)                     (473)
     Proceeds from sale of other real estate                              401                        64
--------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                 (27,582)                  (14,014)
--------------------------------------------------------------------------------------------------------
</TABLE>
                                     Page 5
<PAGE>
<TABLE>
<CAPTION>

PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Statements of Cash Flows, Continued (Unaudited)
                                                                          Six Months Ended
                                                                       (Dollars in thousands)
------------------------------------------------------------------------------------------------------
                                                                 June 30,                  June 30,
                                                                   1999                      1998
------------------------------------------------------------------------------------------------------
<S>                                                          <C>                           <C>

Cash flows from financing activities:
     Net increase(decrease) in demand, NOW and Super NOW,
        savings, money market and time deposits.             $          (738)                    (662)
     Dividends paid                                                   (1,165)                  (1,095)
     Exercise of stock options                                           113                      336
     Purchase of treasury stock                                         (112)                       0
     Federal funds purchased                                               0                   (2,350)
     Addition to other borrowed money                                 25,000                   25,000
     Repayment of other borrowed money                                (1,949)                  (1,828)
------------------------------------------------------------------------------------------------------

Net cash from financing activities                                    21,149                   19,401
------------------------------------------------------------------------------------------------------

Net increase(decrease) in cash and cash equivalents                   (4,338)                   7,831

Cash and cash equivalents at beginning of period                      21,577                   14,918
------------------------------------------------------------------------------------------------------

Cash and cash equivalents at end of period                   $        17,239                   22,749
------------------------------------------------------------------------------------------------------

Supplemental Disclosure:
     Cash payments for interest                                        7,225                    6,761
     Cash payments for income taxes                                      625                    1,065
     Transfer of assets from loans
        to other real estate                                             149                      327
     Net unrealized loss on securities
        available for sale, gross                                      4,151                      211
     Tax effect on unrealized loss
        on securities available for sale                               1,412                       72
------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.
                                     Page 6
<PAGE>
Notes to Condensed Consolidated Financial Statements

    (1)  Summary of Significant Accounting Policies:

    Business--Pioneer  American  Holding  Company Corp.  (the "Company") and its
wholly owned subsidiary, Pioneer American Bank, National Association ("Pioneer")
provide a wide range of banking  services to individual and corporate  customers
through its branch banks in Lackawanna, Luzerne, Wayne, Wyoming, Susquehanna and
Monroe counties in Northeastern Pennsylvania.  Pioneer is subject to competition
from  other  financial  institutions  and other  financial  services  companies.
Pioneer is subject to the regulations of certain federal  agencies and undergoes
periodic examinations by those regulatory authorities.

    Basis of Financial  Statement  Presentation--The  accompanying  consolidated
financial statements were prepared in accordance with instructions to Form 10-Q,
and therefore,  do not include information or footnotes necessary for a complete
presentation  of financial  position,  results of  operations  and cash flows in
conformity with generally accepted accounting  principles.  However, all normal,
recurring  adjustments which, in the opinion of management,  are necessary for a
fair  presentation  of the  financial  statements,  have  been  included.  These
financial  statements  should be read in conjunction with the audited  financial
statements and the notes thereto included in the Company's Annual Report for the
period ended  December  31, 1998.  The results for the six months ended June 30,
1999 are not necessarily  indicative of the results that may be expected for the
year  ended   December  31,  1999.  All  material   intercompany   balances  and
transactions  between the Company and its subsidiary  have been  eliminated.  In
preparing the financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of the
date of the balance  sheet and  revenues  and  expenses  for the period.  Actual
results could differ significantly from those estimates.

     Impact of Other Recently  Issued  Accounting  Standards--In  June 1998, the
FASB issued SFAS No. 133,  Accounting  for  Derivative  Instruments  and Hedging
Activities.  This  statement  (as  amended  BY  SFAS  No.  137  in  June,  1999)
establishes  accounting  and  reporting  standards for  derivative  instruments,
including   certain   derivative   instruments   embedded  in  other  contracts,
(collectively  referred  to as  derivatives)  and  for  hedging  activities.  It
requires  that  an  entity   recognize  all  derivatives  as  either  assets  or
liabilities in the statement of financial position and measure those instruments
at fair value.  The  accounting  for  changes in the fair value of a  derivative
depends on the intended use of the derivative and the resulting designation.  If
certain conditions are met, a derivative may be specifically designated as (a) a
hedge of certain  exposure to changes in the fair value of a recognized asset or
liability or an  unrecognized  firm  commitment,  (b) a hedge of the exposure to
variable cash flows of a forecasted  transaction,  or (c) a hedge of the foreign
currency  exposures.  SFAS No.  133,  as amended,  is  effective  for all fiscal
quarters of fiscal  years  beginning  after June 15, 2000.  Earlier  adoption is
permitted.  The  Company  has not yet  determined  the  impact,  if any, of this
statement,  including  its  provisions  for the potential  reclassifications  of
investment securities, on earnings, financial condition or equity.

    (2)  Securities Portfolio

     Securities  available  for sale at June 30, 1999 and  December 31, 1998 are
summarized as follows: (000's)
<TABLE>
<CAPTION>

                                                                       June 30,                               December 31,
                                                                 1999                                     1998
                                                                 Cost         Market Value                Cost        Market Value
                                                            -----------------------------------------------------------------------
<S>                                                       <C>                     <C>                   <C>           <C>

Federal agency mortgage based
     obligations                                          $         51,774          49,914                33,907          34,127
Other obligations of Federal agencies                               46,990          45,804                47,207          47,537
Obligations of State and Political subdivisions                     14,781          14,698                12,817          13,289
Other securities                                                     6,139           6,139                 6,126           6,126
                                                            ---------------------------------------------------------------------

Securities available for sale:                            $        119,684         116,555               100,057         101,079
                                                            --------------------------------------------------------------------
</TABLE>

The adjustment in stockholders' equity for the unrealized loss of the securities
available for sale at June 30, 1999, net of tax, was  $(2,065,000).  Included in
net deferred tax assets is $1,064,000 for this same unrealized loss.

     Securities  held to  maturity at June 30,  1999 and  December  31, 1998 are
summarized as follows: (000's)
<TABLE>
<CAPTION>

                                                                       June 30,                               December 31,
                                                                 1999                                     1998
                                                                 Cost       Market Value                  Cost        Market Value
                                                            -----------------------------------------------------------------------
<S>                                                       <C>                     <C>                     <C>             <C>

Federal agency mortgage based
     obligations                                          $         30,453          29,820                 35,838          35,979
Obligations of State and Political subdivisions                      8,509           8,741                 10,340          10,750
                                                            -----------------------------------------------------------------------

Securities held to maturity:                              $         38,962          38,561                 46,178          46,729
                                                            -----------------------------------------------------------------------
</TABLE>
                                     Page 7

<PAGE>
Notes to Condensed Consolidated Financial Statements

    (3)  Stockholders' Equity and Per Share Data

    The Company  currently has one million  shares of  authorized,  but unissued
preferred  stock. At June 30, 1999 there were 25,000,000  shares of common stock
at  $1  par  value   authorized  with  2,926,242  shares  issued  and  2,921,138
outstanding.

    At June 30, 1999 the Company has issued and  outstanding  55,250  options to
purchase  shares of the  Company,  exercisable  at  between  $8.00 to $13.00 per
share.  Such options were issued with exercise  prices equal to the market value
of the Company's  common  shares at the time of the grant.  In the first quarter
46,668  options were  exercised and in the second  quarter 275 of the previously
issued options were exercised.

    Basic  earnings  per  share is  calculated  by  dividing  net  income by the
weighted average shares  outstanding  during the period.  The dilutive effect of
stock  options is excluded  from basic  earnings per share,  but included in the
computation of diluted earnings per share.

    The following table sets forth the computation of basic and diluted earnings
per share (in thousands, except per share data):
<TABLE>
<CAPTION>


                                                               Three Months Ended                Six Months Ended
                                                                     June 30,                         June 30,
                                                              1999             1998             1999            1998
                                                              ----             ----             ----            ----
<S>                                                     <C>                <C>               <C>             <C>

Numerator:
      Net income                                        $        1,039              921           1,922            2,061
                                                           ============     ============     ===========     ============

Denominator:
      Denominator for basic earnings per share -
      weighted average shares                                    2,921            2,901           2,921            2,884

Effect of dilutive securities:
      Employee stock options                                        28               56              27               67
                                                           ------------     ------------     -----------     ------------

Denominator for diluted earnings per share -
      adjusted weighted average shares and
      assumed conversion                                         2,949            2,957           2,948            2,951
                                                           ============     ============     ===========     ============

Basic earnings per share                                $         0.36             0.32            0.66             0.71
                                                           ============     ============     ===========     ============

Diluted earnings per share                              $         0.35             0.31            0.65             0.70
                                                           ============     ============     ===========     ============
</TABLE>

The  market  value of the  common  shares of the  Company  at June 30,  1999 was
$21.00.

                                     Page 8

<PAGE>

Financial Review Management's Discussion and Analysis of Financial
Condition and Results of Operation

Highlights

    Total Assets were $425,993,000 at June 30, 1999 and $405,157,000 at December
31, 1998 which is an increase of  $20,836,000  or 5.1%.  Deposits  decreased  by
$738,000 from  $307,360,000  at December 31, 1998 which is a decrease of .2 % at
June 30, 1999.  Total net loans as of December 31, 1998 were  $222,826,000,  and
increased by $15,515,000 or 7.0% to $238,341,000 at June 30, 1999.

    The average  earning  assets were  $398,347,000  during the six months ended
June 30, 1999 and  $364,434,000  during the six months ended June 30, 1998. This
is an increase of $33,913,000 or 9.3%.  For the second quarter  average  earning
assets were  $404,945,000  for 1999 and  $367,109,000  for 1998,  an increase of
$37,836,000 or 10.3%.

    Average  total  assets  during  the six  months  ended  June 30,  1999  were
$422,634,000  and  $387,349,000  for the six  months  ended  June  30,  1998 and
$429,356,000 and $390,683,000 for the three months ended June 30, 1999 and 1998,
respectively.  The return on average  total  assets was 1.0% for both six months
and three  months ended June 30,  1999.  The return on average  total assets was
1.0% for both six months and three months ended June 30, 1998. Return on average
equity  for six and three  months  ended  June 30,  1999 were  10.9% and  11.8%,
respectively,  and for the same  periods in 1998 were  12.3% and 11.0%.  Average
equity was  $35,414,000  for the first six months and $35,089,000 for the second
quarter of 1999 and $33,471,000 for the first six months and $33,565,000 for the
second quarter of 1998.

    Net income decreased $139,000 or 6.7% comparing the first six months of 1999
to the first six months of 1998.  The decrease in 1999 was driven by an increase
in total other operating expense.  This increase was offset by a lesser increase
in net interest income after provisions for loan loss. Net income for the second
quarter of 1999 increased $118,000 or 12.8% compared to the same period in 1998.
During the second  quarter of 1999 an  $88,000  gain was  recognized  on sale of
available for sale securities and no gain was recognized  during the same period
in 1998. Also,  during the second quarter of 1999 there was a slight increase in
other operating expense that was partially offset by an increase in net interest
income.

    Net income per diluted  share was $0.65 for the first six months of 1999 and
$0.70 for the first six months of 1998. The decrease in earnings per share was a
result of lower net income.  Net income per diluted share for three months ended
June 30, 1999 and June 30, 1998 was $0.35 and $0.31, respectively.  Earnings per
basic share was $0.66 and $0.71 for the six months ended June 30, 1999 and 1998,
and  $0.36  and  $0.32  for the  three  months  ended  June 30,  1999 and  1998,
respectively.

Available for Sale and Securities Held to Maturity

     A major  factor in the  increase  of total  assets at June 30,  1999 is the
increase in the Bank's securities  portfolio of $8,260,000 or 5.6%. There was an
increase  of  $15,787,000  or 46.3% over  December  31,  1998 in Federal  agency
mortgage  backed  obligation  securities  available  for sale.  Offsetting  this
increase was a decrease in the Bank's  securities held to maturity of $7,216,000
or  15.6%.  The  increase  in the  securities  portfolio  in 1999  over  1998 in
securities  available for sale is a result of the  investment of funds  borrowed
from the Federal Home Loan Bank of Pittsburgh.  In the first quarter of 1999 the
bank  increased  securities  available  for sale as part of its  asset/liability
strategy to enhance net interest income.

Net Loans

     Net loans increased by $15,515,000 or 7.0% over December 31, 1998. This was
the second major factor in the increase of total  assets.  This  increase in net
loans was primarily  driven by a $6.0 million increase in Home Equity loans as a
result of a special  promotion offered by the Bank in the first quarter of 1999.
Money used to finance  these loans was funded  from a portion of the  borrowings
from the Federal Home Loan Bank of Pittsburgh in the first quarter of 1999.  All
other  loan  areas  increased  for the first six  months of 1999 due to  general
market conditions.

Other Assets

    Other assets  increased to  $3,761,000  at June 30, 1999 from  $1,843,000 at
December  31,  1998.  This  increase  was due to the  deferred tax on the Bank's
available for sale securities.

Total Deposits

    Total  Deposits  were  $306,662,000  at June 30,  1999 and  $307,360,000  at
December  31, 1998 which is a decrease of $738,000 or .2%.  During the first six
month of 1999 NOW and Super NOW  decreased  $5,290,000  or 13.8%.  Money  market
accounts also decreased by $2,227,000. Offsetting these decreases were increases
in demand-non  interest  bearing of $2,970,000 and  $3,664,000 in savings.  Time
deposits  continue to remain fairly  constant.  Federal fund rates,  which are a
driving factor in the pricing of liabilities, have continued to remain stable in
1999.  These interest  rates have led to a trend from  long-term  instruments to
intermediate and short-term instruments reflecting the consumers'  unwillingness
to commit their funds for extended periods of time.
                                     Page 9
<PAGE>

Financial Review Management's Discussion and Analysis of Financial
Condition and Results of Operation, continued

Other Borrowed Money

    Total  liabilities  were  $392,511,000 at June 30, 1999 and  $369,691,000 at
December  31,  1998 which is an  increase of  $22,820,000  or 6.2%.  The largest
increase in total  liabilities  was the result of an increase in Other  borrowed
money of $23,051,000 over December 31, 1998.  Management borrowed $25,000,000 in
February of 1999 from Federal Home Loan Bank of Pittsburgh (which will mature in
February,  2009). The money borrowed was invested in mortgage backed  securities
and the Bank's loan portfolio.  Bank management believes that it was appropriate
to take  advantage  of  borrowing  at a rate  lower  than the rate  received  in
investing  in Federal  agency  mortgage  backed  obligation  available  for sale
securities.


Net Interest Income

    Net interest  income for the first six months of 1999  increased  $29,000 or
 .4% compared  with the same period of 1998.  While net  interest  income for the
second  quarter of 1999  increased  $92,000  or 2.6% over the second  quarter of
1998.  Total interest income  increased  $482,000 and $321,000 for six and three
months ended June 30, 1999. The increase in interest income was the result of an
increase  in the total  average of interest  earning  assets.  Interest  earning
assets were up $33,913,000  and $37,836,000 for the six and three months of 1999
compared to the same periods in 1998. The security  portfolio  provided $162,000
of the  increase  and the loan  portfolio  provided  $260,000 for the six months
ended June 30, 1999. Total interest expense also increased $453,000 resulting in
a net  increase  of  $29,000  or .4% in net  interest  income.  During the first
quarter of 1999 the Bank  borrowed an additional  $25,000,000  from Federal Home
Loan Bank of  Pittsburgh.  The money  borrowed was  invested in mortgage  backed
securities and also used to increase our loan portfolio. Offsetting the increase
of interest income for the six and three months ended June 30, 1999 was interest
expense on other borrowed money which was up $401,000 and $253,000, respectively
for the same period in 1998. Total interest expense on deposits  remained fairly
constant  for both the quarter and six months ended June 30, 1999 as compared to
the prior year.

    In addition to gap management,  the Company also uses simulation analysis to
help  monitor  and manage  interest  rate risk.  In this  analysis  the  Company
examines the result of a 200 basis point change in market interest rates and the
effect on net interest  income.  It is assumed that the change is  instantaneous
and that  all  rates  move in a  parallel  manner.  Assumptions  are  also  made
concerning  prepayment speeds on mortgage loans and mortgage  securities as well
as growth rates of deposit and loan  portfolios.  The results of this rate shock
are a useful tool to assist the Company in assessing interest rate risk inherent
in their balance sheet. Below are the results of this ratio shock analysis as of
June 30, 1999 and 1998.
<TABLE>
<CAPTION>


                                      June 30, 1999                                   June 30, 1998
                    ------------------------------------------------------------------------------------------------
                        Net Interest       Percentage Change in           Net Interest       Percentage Change in
  Change in Rates       Income Change       Net Interest Income           Income Change       Net Interest Income
<S>                     <C>                <C>                            <C>                <C>

       +200                  (2)                  (0.01%)                      509                   3.80%
      Static                  -                      -                          -                      -
       -200                (1,056)                (7.22%)                    (1,334)               (10.00%)
</TABLE>

A 200 basis point rise in interest  rates results in a .01% decrease in interest
income.  A 200 basis point  decrease in interest  rates results in a decrease in
interest  income  primarily  due  to  optionality  in the  Company's  securities
portfolio.  In a falling  rate  environment  it is assumed  that  certain of the
Company's  securities  would be called and the  resulting  cash  flows  would be
reinvested at the lower prevailing rates.

Provision / Reserve for Loan Losses and Nonperforming Loans
<TABLE>
<CAPTION>


                                                       Quarter Ended               Year Ended              Quarter Ended
                                                          June 30,                December 31,                June 30,
                                                            1999                      1998                      1998
                                                      ---------------------------------------------------------------------
<S>                                                   <C>                         <C>                      <C>

Balance at beginning of period                     $         2,909,000                 2,759,000                 2,759,000
Recoveries                                                      22,000                    38,000                    33,000
Less:  Charge Offs                                             140,000                   308,000                   162,000
Provision for Loan Losses                                      185,000                   420,000                   300,000
---------------------------------------------------------------------------------------------------------------------------
Balance at end of period                           $         2,976,000                 2,909,000                 2,930,000
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

The  provision  for loan  losses  for the first six months of 1999  amounted  to
$185,000 and $110,000 for the three months ended June 30, 1999.  It was $300,000
for the six months ended 1998, and $150,000 for the three months ended 1998. Net
charge offs for the first six months of 1999 totaled  $118,000  while net charge
offs for the comparable  period in 1998 were  $129,000.  The ratio of net charge
offs to average loans outstanding was .05% for both the first six months of 1999
and 1998.
                                    Page 10
<PAGE>


Financial Review Management's Discussion and Analysis of Financial
Condition and Results of Operation, continued

Provision / Allowance for Loan Losses and Nonperforming Loans, continued

    The  allowance  for  loan  losses  at  June  30,  1999  totaled  $2,976,000,
increasing  $67,000 or 2.3% from  $2,909,000 at December 31, 1998. The Company's
ratio of allowance for loan losses to total loans  outstanding was 1.23% at June
30, 1999,  and the same ratio as of December 31, 1998 was 1.29%.  The decline in
this ratio  reflects the growth in the Bank's loan  portfolio  and a decrease in
non-performing loans.
<TABLE>
<CAPTION>

    Non-performing loans are listed as follows:

                                                 6/30/99                      12/31/98
                                               -------------                -------------
<S>                                         <C>                          <C>

Non Accrual                                 $     1,522,000              $     1,684,000
90 Days and More Past Due                           941,000                      838,000
Restructured                                      1,040,000                    1,247,000
                                               -------------                -------------
                                            $     3,503,000              $     3,769,000

</TABLE>

    The Company  generally  places a loan on a  non-accrual  status when, in the
opinion  of  management  the  borrower  does not have  the  ability  to meet the
original  terms of the loan.  The Company  reserves the accrued  interest on all
commercial  loans over ninety days past due and these loans are  included in the
non-accrual totals. Mortgages past due 90 days or more are placed in non-accrual
status unless the Bank  considers the loan to be well secured and in the process
of collection.  Consumer loans that are not secured by real estate are generally
charged off after 120 days past due.

     There are no impaired  loans  under SFAS No. 114 which are not  included in
the above table.

    The loan  loss  reserve  as of June 30,  1999 has been  deemed  adequate  by
management.  This  amount is  sufficient  to cover  inherent  losses in the loan
portfolio  given the present  past due,  nonperforming  and  classified  levels.
Determination  of loan loss  reserve  adequacy  follows  the  guidelines  in the
Comptroller's  Banking Circular  No.201(revised),  including risk loss analysis,
specific  allocations for problematic credits and provision for class loans, and
the requirements of SFAS No. 114, as amended.

Other Operating Income

    Other  operating  income  for the first six  months of 1998 was  $1,437,000,
decreasing 2.3% to $1,404,000  reported for the first six months of 1999.  There
was a gain recognized for the sale of securities  available for sale in 1999 for
the first six months of $88,000  compared  to  $296,000  for the same  period of
1998.  Other operating income for the three months ended June 30, 1999 increased
$177,000 or 30.3%.  The Company did  recognize a gain on the sale of  securities
available for sale of $88,000 during the second  quarter of 1999.  There were no
gains in 1998 for the same period.

    ATM fees  increased  $78,000 and $41,000 for the six and three  months ended
June 30, 1999. This increase was attributable to a volume increase.

    Service charge income on deposit  accounts  increased for both three and six
months ended June 30, 1999  compared to the same periods in 1998.  This increase
was due to an increase in the fees collected for returned items and an increased
number of accounts  subject to service charge  routines of the Bank.  During the
first  quarter of 1999  pricing of service  charges  and  maintenance  fees were
increased  based upon an earnings  improvement  study completed by management of
the Bank.

Other Operating Expenses

    Total other  operating  expenses were  $5,738,000 in the first six months of
1999 while other  operating  expenses were $5,388,000 in the first six months of
1998  reflecting an increase of $350,000 or 6.5%. For the second quarter of 1999
total  other  operating  expense was up $151,000 or 5.6% over the same period in
1998.  The 1999 increase in salaries for the six and three months ended June 30,
1999 was  attributable  to normal  salary  increase and an increase in full-time
equivalents. Furniture and Equipment expense for both six and three months ended
June 30,  1999 was up 35.1%  and  28.0%.  The  increase  for these  periods  was
primarily  due to an increase  in  maintenance  contracts  on our  expanded  ATM
network.  During the second  quarter of 1998 we replaced  computer  hardware and
software to update for Year 2000 compliance.  The Bank purchased a tract of land
on 455 Market Street,  Kingston,  Pennsylvania for the purpose of constructing a
full service office.  This office was completed in November of 1998 and replaced
the existing  Kingston  leased  office.  These  changes to the Bank  resulted in
increased depreciation.

    Other  expenses  for the second  quarter of 1999  remained  fairly  constant
compared to the second quarter in 1998. Other expenses increased by $139,000 for
the six months  ended June 30,  1999 or 8.1%  compared  with the same  period of
1998. A significant portion of

                                    Page 11
<PAGE>

Financial Review Management's Discussion and Analysis of Financial
Condition and Results of Operation, continued

Other Operating Expenses, continued

the increase was in marketing expense which was up $33,000. In April of 1998 the
Bank  contracted  with an  advertising  company  for one year to  develop  a new
marketing  campaign.  This also includes marketing the relocation of an existing
branch during the fourth quarter of 1998.

    Other  expenses  also  increased for the six months ended June 30, 1999 as a
result of the  following  which  occurred  during the first  quarter:  Effective
October 12, 1998, Donald A. Hoyle, Jr., the former President and Chief Executive
Officer of the  Company,  retired  from his  positions  with the Company and the
Bank. In connection with such retirement, the Company and Mr. Hoyle entered into
a Retirement  Agreement and Mutual release,  dated March 16, 1999 (collectively,
the  "Agreements").  Mr.  Hoyle also  resigned his position as a director of the
Company as of such date.  The  Agreements  provide for severance  benefits to be
paid to Mr. Hoyle in the form of a lump sum payment of $216,190 (less applicable
federal,  state and local withholding  taxes). Such payment includes among other
things, payment for all accrued but unused vacation pay. The Company also agreed
to continue any fringe  benefits  payable to Mr.  Hoyle after  October 12, 1998,
only to the extent that such  continuance  is required  by law.  The  Retirement
Agreement  also provides that after October 12, 1998, no further  premiums shall
be paid by the Bank on a life  insurance  policy on the life of Mr. Hoyle issued
by Principal Mutual Life Insurance Company.  Mr. Hoyle also acknowledged that he
owed the Bank  $289,560  pursuant to his  obligation  to reimburse  the Bank for
premiums advanced by the Bank pursuant to such policy. Mr. Hoyle agreed to repay
the  Bank  the sum of  $252,875  for life  insurance  premiums  paid by the Bank
pursuant  to this  policy and the bank  agreed to forgo the  balance of the life
insurance premiums paid. In exchange for this payment,  Mr. Hoyle agreed that he
will receive no other wages,  bonuses,  severance or other  similar  payments or
benefits from the Company  except as provided in the  Retirement  Agreement.  In
consideration  for this  retirement  benefit,  Mr.  Hoyle  agreed to release the
Company  and its  affiliates  from any and all claims  that he has  against  the
Company.  $175,000 of the expense  incurred as a result of this  Agreement  were
accrued for in 1998,  the remaining  amount was expensed in the first quarter of
1999, for an additional first quarter expense of approximately $78,000.

    Net occupancy expense of bank premises and data processing  expense for both
three and six months ended June 30, 1999 remained  fairly constant with a slight
increase or decrease in each of the categories as compared to the same period of
1998.

Income Taxes

    The provision for income taxes for the first six months of 1999 was $680,000
and $780,000 for the first six months of 1998.  The effective rate for the first
six  months  of 1999 was  26.1%  and  27.5%  for the same  period  of 1998.  The
effective rate for the second quarter was 26.8% for 1999 and 26.9% for 1998. The
fluctuation in the Company's tax expense and effective tax rate is primarily due
to management's strategy in investing in tax free securities and to the level of
pre-tax income.


Capital Management and Liquidity and Rate Sensitivity


    The  objectives  of the  Corporation's  capital  management  policy place an
emphasis on both current financial positioning and future capital needs based on
anticipated growth. These objectives are maintained by management which monitors
its liquidity requirements through its asset/liability  management program. This
program, with other management analysis,  enables the bank to meet its cash flow
requirements and adapt to the changing needs of the Corporation's  customers and
the  requirements of regulatory  agencies.  As of June 30, 1999, the most recent
notification from the Office of the Comptroller of the Currency  categorized the
Bank as well capitalized  under the regulatory  framework for prompt  corrective
action.  To be categorized as well  capitalized  the Bank must maintain  minimum
total risk-based,  Tier 1 risk-based, and Tier 1 leverage ratios of greater than
or equal to 10%, 6%, and 5%, respectively.

    The  Corporation's  principal  source of liquidity has been  short-term U.S.
Government and U.S.  Agency  obligations,  and various  corporate  notes.  Money
market  investments  and  portfolio  investments  are  kept  liquid  in order to
effectively match our current deposit structure.  The Corporation is affected by
changes  in the  level of rates  of  interest.  Earnings  will be  sensitive  to
interest  rate changes to the degree that the average  yield on assets  responds
differently  to a change in  interest  rates  than does  average  cost of funds.
Adequate liquidity affords the Corporation  flexibility in meeting consumer loan
demand and deposit fluctuations.

    The   Corporation   actively   manages   the   interest   rate   sensitivity
characteristics  of its assets and liabilities to control the effects of changes
in the  general  level of  interest  rates upon net  interest  revenue.  This is
accomplished  by  the   asset/liability   committee  which  consists  of  senior
management  and the  board of  directors,  who are  responsible  for  management
decisions as to the asset/liability maturity mix.

Effects of Inflation

    Economic  conditions  are reviewed by management  in a continuing  effort to
adjust to the changing economic environment. The effects of these changes on the
banking  industry  as a whole  in the  Company's  market  area are  reviewed  by
management  in  order  to  compete  at a level  consistent  with  the  goals  of
profitability  and  sound  management  policy.

                                    Page 12
<PAGE>
Financial  Review  Management's Discussion  and  Analysis  of  Financial
Condition  and  Results of  Operation,
continued

Effects of Inflation, continued

    Increases in the rate of inflation can increase  longer term interest rates,
which can reduce the value of securities  held to maturity,  mortgage  loans and
other fixed rate and term assets. Inflationary periods also may tend to increase
the borrowing  needs of  consumers,  leading to requests for  additional  funds,
which can  expand  total  loans  above  expected  levels and  therefore  require
increased efforts to ensure the maintenance of adequate capital.

    The banking  industry is affected by  inflation  in a different  manner than
other  industries,  although  certain changes have similar effects on both banks
and other business  enterprises.  Current economic  indicators are moving in the
direction of possible inflationary changes. Interest rates have been fluctuating
in response to economic changes, which will affect the asset/liability policy of
the  bank.   Rates  on  deposits  and  loans  are  changed  as  necessary   with
consideration  of economic  and market  conditions.  Our  continuing  efforts to
monitor  all  phases  of the  financial  condition  of all  assets  which can be
affected by inflation include the pricing of collateral on a regular basis.

Year 2000

Year 2000 Compliance

    Year 2000 issues  result from the  inability  of many  computer  programs or
computerized  equipment  to  accurately  calculate,  store  or use a date  after
December  31,  1999.  The  erroneous  date can be  interpreted  in a  number  of
different  ways,  the most common being Year 2000  represented as the year 1900.
Correctly  identifying  and  processing  Year 2000 as a leap year may also be an
issue. These  misinterpretations  of various dates in the Year 2000 could result
in a system failure or  miscalculations  causing  disruptions of normal business
operations  including,  among other  things,  a temporary  inability  to process
transactions,   track  important  customer  account   information,   or  provide
convenient access to this information.

Company State of Readiness

    The Company has  completed an  assessment  and testing of its  financial and
operational  software systems in accordance with the various  regulatory  agency
guidance  documents.  The Company is  maintaining  an  inventory of hardware and
software  systems,  which  ranges from  mission  critical  software  systems and
personal  computers  to  security  and  video  equipment,   and  general  office
equipment.  The Company has prioritized its hardware and software  systems which
focus on the most  critical  systems  first.  In  connection  with the Company's
assessment,  a number of the less  significant  third party vendors  advised the
Company that their  software is Year 2000  compliant,  and the Company has fully
tested that software.

     The  Company  has  completed  an  assessment  of  its  core  financial  and
operational  software  systems and has taken the  necessary  steps to bring them
into  compliance.  Our Year 2000 project plan is in place and the testing of our
core  applications for critical dates has been completed.  The Company performed
significant  Year 2000  testing  prior to December 31, 1998 and through June 30,
1999. All core applications  tested were Year 2000 compliant and it is therefore
anticipated that all core applications are fully compliant.

Contingency Plan

    The Board of Directors and Management of the Company recognize that, despite
efforts to renovate or replace mission-critical  systems, the risk of disruption
remains  due to the  failure  of a resource  which  supports  critical  business
activities. To provide for business continuity in the event of such disruptions,
the Board has directed  management to coordinate the  development of contingency
plans  for  each  line  of  business  designated  as a  core  business  process.
Management  will reevaluate  identification  of  mission-critical  resources and
develop and document Y2K scenarios which could result in the loss of one or more
resources.   Because  of  the  number  of  critical   resources   and  different
combinations  of  failure  scenarios,  it is  impossible  to  prepare  for every
conceivable  event.  Management  will assign a probability  and  prioritize  and
allocate contingency  planning resources based on the level of probability.  The
bulk of evaluation of contingency  needs will be completed by June,  1999,  when
the Company will shift to a monitoring mode, which will include an early warning
system to identify suppliers who may be experiencing date related failures.

Cost of Year 2000

    Over the past several years, the Company's Technology Plan has called for an
aggressive schedule for installing new systems or upgrading old systems in order
to build a  technology  infrastructure  which  will  allow the  Company to offer
competitive  products  while  providing for internal  efficiencies  and customer
service improvement. The Technology Plan has resulted in positioning the Company
to continue its technology improvements while avoiding specific costly Year 2000
issues. Based on preliminary information, costs of addressing potential problems
are estimated to be $400,000.  The Bank had expenditures of $260,000 in 1998 for
Y2K related  matters,  of which  $10,000 was  expensed in 1998 and  $250,000 was
capitalized and will be amortized over the next five years. Additionally, during
1999 the bank anticipates further expenditures of $140,000, all of which will be
capitalized  and amortized  over the next five years,  with $20,000  expensed in
1999.  This cost is primarily  associated  with  purchasing  new  equipment  and
software.

                                    Page 13
<PAGE>

Financial Review Management's Discussion and Analysis of Financial
Condition and Results of Operation, continued

Year 2000, continued

Risks of Year 2000

    Systems outside of the direct control of the Company,  such as ATM networks,
credit card processors,  and the Fed Wire System, pose a more problematic issue.
A theoretical  problem scenario would involve a temporary inability of customers
to access  their  funds  through  automated  teller  machines,  point of service
terminals  at retailer  locations,  or other  shared  networks.  For this reason
alone, banks and their governing agencies are closely  scrutinizing the progress
of our major industry service providers.

    Successful  and  timely  completion  of the Year  2000  project  is based on
management's  best  estimates,  which were derived from numerous  assumptions of
future events,  which are inherently  uncertain,  including the  availability of
certain resources, third party modification plans and other factors.

Forward Looking Statements

         Within these  financial  statements we have included  certain  "forward
looking statements"  concerning the future operations of the Corporation.  It is
management's  desire to take  advantage of the "safe  harbor"  provisions of the
Private  Securities  Litigation  Reform Act of 1995.  This  statement is for the
express  purpose of availing the  Corporation  of the  protections  of such safe
harbor  with  respect  to all  "forward  looking  statements"  contained  in our
financial statements.  We have used "forward looking statements" to describe the
future plans and  strategies  including our  expectations  of the  Corporation's
future financial results and Year 2000 issues.  Management's  ability to predict
results or the effect of future  plans and  strategy  is  inherently  uncertain.
Factors that could affect results include interest rate trends, competition, the
general  economic  climate in  Pennsylvania,  and the  country as a whole,  loan
delinquency  rates, and changes in federal and state  regulation.  These factors
should be considered in evaluating the "forward looking  statements",  and undue
reliance should not be placed on such statements.
                                    Page 14

<PAGE>
Part II.

Item 1.  Legal Proceedings

The nature of the business of Pioneer  American  Holding  Company Corp.  and its
subsidiary,   Pioneer  American  Bank,  N.A.,  generates  a  certain  amount  of
litigation  involving  matters  arising  in the  ordinary  course  of  business.
However, in the opinion of management, there are no proceedings pending to which
Pioneer  American or its  subsidiary  are parties or to which their  property is
subject,  which,  if  determined  adversely,  would be  material  in relation to
Pioneer  American's  results of operation,  stockholder's  equity,  or financial
condition.  In addition,  no material proceedings are pending or are known to be
threatened  or  contemplated  against  Pioneer  American  or its  subsidiary  by
governmental authorities or other parties.

Item 2.  Changes in Securities

None

Item 3.  Default Upon Senior Securities

None

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

            (a) The annual meeting of Pioneer  American  Holding Corp was
                held on June 8, 1999.

            (b) Three  directors  were  elected at this  meeting for four
                year terms as follows:

                                Gene E.   Goldenziel
                                William K. Nasser
                                John W. Walski

Item 5.  Other Information

On June 8, 1999  William K. Nasser  resigned  from the  Company's  Board and was
named director  emeritus.  Joseph Nasser, his son, was appointed to the Board to
fill the vacancy and was also elected to the bank subsidiary Board.

Information  concerning  beneficial  ownership  of the  individual  named  above
follows:

Name                     Shares of common stock             Percent of
                         Beneficially Owned                 Class

Joseph Nasser                   23,587*                        .80

*Includes 6,343 shares owned jointly with spouse and 14,688 shares
 held in trust for daughters

Item 6.  Exhibits and Reports on Form 8-K

None
                                    Page 15
<PAGE>

                                  SIGNATURES *

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                  PIONEER AMERICAN HOLDING COMPANY, CORP.

Date:  August 7, 1999             By /s/ John W. Reuther
                                     John W. Reuther
                                     President & C.E.O.




Date:  August 7, 1999             By /s/ Patricia Cobb Esq.
                                     Patricia Cobb Esq.
                                     Executive Senior Vice President/
                                     In-House Counsel





                                    Page 16