<PAGE>


                                    FORM 10-Q



                       SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549


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

For quarter ended September 30, 1996

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                            (I.R.S. Employer
of incorporation or organization)                          Identification No.)

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

                                 (717) 282-2662
               --------------------------------------------------               
               (Registrant's telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by the Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter periods 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 the number of shares outstanding of each of the issuer's classes of
common stock, as the latest practical date.

Common Stock, $1.00 Par Value--2,828,912 common shares as of September 30, 1996.





<PAGE>

                                      INDEX

                     PIONEER AMERICAN HOLDING COMPANY, CORP.

PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

        Condensed consolidated balance sheets--September 30, 1996,     
          December 31, 1995 and September 30, 1995...................Pages 2-3

        Condensed consolidated statements of income--Three and 
          Nine months ended September 30, 1996 and 1995..............Page  4

        Condensed consolidated statements of cash flows--
          Nine months ended September 30, 1996 and 1995..............Pages 5-6

        Notes to condensed consolidated financial statements--
          September 30, 1996.........................................Pages 7-11

Item 2. Management's Discussion and Analysis of 
          Financial Condition and Results of Operations..............Pages 12-14

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


                                       1
<PAGE>

PIONEER AMERICAN HOLDING COMPANY CORP.
Consolidated Balance Sheets (Unaudited)
<TABLE>
<CAPTION>

                                                                                             (Dollars in thousands)
----------------------------------------------------------------------------------------------------------------------------------
                                                                                  September 30,     December 31,    September 30,
Assets                                                                                     1996             1995             1995
----------------------------------------------------------------------------------------------------------------------------------

<S>                                                                          <C>                          <C>              <C>   
Cash and due from banks                                                      $           15,115           12,677           10,602
Federal funds sold                                                                        9,075            8,500            2,900

Securities available for sale (cost of securities of $65,677
     on September 30, 1996, $68,469 on December 31, 1995
     and $56,266 on September 30, 1995)
                                                                                
     U.S. Treasury securities                                                             2,498            2,463            2,546
     Federal agency mortgage based obligations                                            7,817           15,142           20,095
     Other obligations of Federal agencies                                               50,896           48,663           31,748
     Obligations of states and political subdivisions                                       914              101                -
     Other securities                                                                     2,086            1,959            1,959
----------------------------------------------------------------------------------------------------------------------------------
Total securities available for sale                                                      64,211           68,328           56,348
----------------------------------------------------------------------------------------------------------------------------------

Investment securities (approximate market value of
     $21,959 on September 30, 1996, $25,993 on December 31, 1995
     and  $45,466 on September 30, 1995)

        Other obligations of Federal agencies                                            10,677           17,697           32,714
        Obligations of states and political subdivisions                                 11,252            8,126           11,626
        Corporate notes                                                                     200              200              200
        Other securities                                                                      0               10               10
----------------------------------------------------------------------------------------------------------------------------------
Total investment securities                                                              22,129           26,033           44,550
----------------------------------------------------------------------------------------------------------------------------------
                                                                                
Loans, net of unearned discount and deferred loan fees                                  211,072          197,297          193,913
Allowance for possible loan losses                                                       (2,832)          (2,742)          (2,691)
----------------------------------------------------------------------------------------------------------------------------------
Net loans                                                                               208,240          194,555          191,222
----------------------------------------------------------------------------------------------------------------------------------

Accrued interest receivable                                                               2,469            2,633            2,669
Premises and equipment                                                                    5,058            4,783            3,422
Other real estate owned                                                                     925              932              903
Other assets                                                                              3,605            1,499            2,879
Cost in excess of fair value of net assets acquired
     (net of accumulated amortization of $865 September 30, 1996
     $836  December 31, 1995 and $827 September 30, 1995)                                   678              707              716
----------------------------------------------------------------------------------------------------------------------------------

Total assets                                                                 $          331,505          320,647          316,211
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       2
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Balance Sheets, Continued (Unaudited)

<TABLE>
<CAPTION>
                                                                         (Dollars in thousands)
-------------------------------------------------------------------------------------------------------------
                                                               September 30,    December 31,    September 30,
Liabilities and Stockholders' Equity                                    1996            1995             1995
-------------------------------------------------------------------------------------------------------------

<S>                                                         <C>                       <C>              <C>   
Deposits:
     Demand - noninterest bearing                           $         42,144          32,915           33,985
     NOW and Super NOW                                                23,539          15,392           15,351
     Savings                                                          52,371          54,062           52,368
     Money Market                                                     23,800          22,510           20,717
     Time                                                            155,955         163,373          160,903
-------------------------------------------------------------------------------------------------------------
Total deposits                                                       297,809         288,252          283,324
-------------------------------------------------------------------------------------------------------------

Accrued interest payable                                               1,917           2,102            1,969
Dividends payable                                                        481             418              418
Note payable                                                             275             275              275
Other borrowed money short term                                            -               -                -
Other liabilities                                                      2,109           1,108            2,188
-------------------------------------------------------------------------------------------------------------
                                                                                              
Total liabilities                                                    302,591         292,155          288,174
-------------------------------------------------------------------------------------------------------------

Stockholders' equity:
     Common stock, $1 par value per share,
     25,000,000 shares authorized; 2,828,912 shares on
     September 30, 1996, 2,786,350 on Dec. 31, 1995 and
     2,786,350 on September 30, 1995 issued and outstanding            2,829           2,786            2,786
     Additional paid-in capital                                       11,233          11,181           11,181
     Undivided profits                                                15,820          14,618           14,016
     Net unrealized holding gains(losses) on                                  
        available for sale securities                                   (968)            (93)              54
-------------------------------------------------------------------------------------------------------------

Total stockholders' equity                                            28,914          28,492           28,037
-------------------------------------------------------------------------------------------------------------





Total liabilities and stockholders' equity                  $        331,505         320,647          316,211
-------------------------------------------------------------------------------------------------------------
</TABLE>
                                       3
<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Statements of Income (Unaudited)
<TABLE>
<CAPTION>
                                                             Three Months Ended             Nine Months Ended
                                                           (Dollars in thousands)         (Dollars in thousands)
---------------------------------------------------------------------------------------------------------------------
                                                       September 30,    September 30, September 30,    September 30,
                                                                1996             1995          1996             1995
---------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                        <C>          <C>              <C>   
Interest income:
     Interest and fees on loans                      $         4,637            4,342        13,737           12,604
     Interest on Federal funds sold                               24              155           190              245
     Interest on investments:                                                                        
              Taxable                                          1,281            1,392         3,947            4,248
              Non-taxable                                        156              168           402              517
---------------------------------------------------------------------------------------------------------------------
                                                                                                       

Total interest income                                          6,098            6,057        18,276           17,614
---------------------------------------------------------------------------------------------------------------------

Interest expense:                                                                                    
     Interest on other borrowed money & note payable              52               45            70              102
     Interest on deposits                                      2,578            2,950         8,078            8,247
---------------------------------------------------------------------------------------------------------------------
                                                        
                                                                                                       
Total interest expense                                         2,630            2,995         8,148            8,349
---------------------------------------------------------------------------------------------------------------------
Net interest income                                            3,468            3,062        10,128            9,265
                                                                                       
Provision for possible loan losses                                80              105           315              315
---------------------------------------------------------------------------------------------------------------------
                                                        
Net interest income after provision for loan losses            3,388            2,957         9,813            8,950
---------------------------------------------------------------------------------------------------------------------

Other operating income:                                 
     Service charges on deposit accounts                         296              215           815              622
     Gains on sales of securities available for sale               -                -             -              179
     Gains on securities held to maturity                          -                -             -                3
     Other income                                                159              134           442              465
---------------------------------------------------------------------------------------------------------------------

Total other operating income                                     455              349         1,257            1,269
---------------------------------------------------------------------------------------------------------------------

Other operating expenses:
     Salaries and employee benefits                            1,283            1,062         3,791            3,349
     Net occupancy expense of bank premises                      190              178           635              562
     Furniture and Equipment expenses                            154              142           464              415
     Data processing expense                                      64               90           181              271
     FDIC Insurance                                                1              (17)            2              291
     Other expenses                                              800              642         2,195            1,953
---------------------------------------------------------------------------------------------------------------------
                                                                                                     
Total other operating expenses                                 2,492            2,097         7,268            6,841
---------------------------------------------------------------------------------------------------------------------

Income before income taxes and cumulative effect of change in
     accounting principle                                      1,351            1,209         3,802            3,378

Income tax expense                                               403              335         1,140              915
---------------------------------------------------------------------------------------------------------------------

                                                                                       
Net income                                           $           948              874         2,662            2,463
---------------------------------------------------------------------------------------------------------------------

Per Share Data:

                                                        
Net income per common share equivalent               $          0.32             0.30          0.91             0.85
---------------------------------------------------------------------------------------------------------------------

Weighted average common share and share equivalents        2,920,514        2,909,894     2,918,630        2,902,276

</TABLE>
                                       4

<PAGE>
PIONEER AMERICAN HOLDING COMPANY, CORP
Consolidated Statements of Cash Flows (Unaudited)                        
<TABLE>
<CAPTION>
                                                                         Nine Months Ended
                                                                       (Dollars in thousands)
-------------------------------------------------------------------------------------------------------
                                                               September 30,              September 30,
                                                                   1996                       1995
-------------------------------------------------------------------------------------------------------
<S>                                                          <C>                                 <C>  
Cash flows from operating activities:
     Net income                                              $         2,662                     2,463

     Adjustments to reconcile net income to net
        cash from operating activities:
            Net gain on sales of securities available
                for sale                                                   -                      (179)
            Net gain on held to maturity securities                        -                        (3)
            Accretion of discount on securities                 
                and money market investments                             (82)                      (51)
            Amortization of premium on investment               
                securities                                                84                       126
            Provision for possible loan losses                           235                       315
            Increase (decrease) in deferred loan fees                     12                        57
            Decrease (increase) in accrued interest receivable           164                       353
            Depreciation and amortization of premises                         
                and equipment                                            572                       608
            Loss (gain) on sales of premises and equipment                (7)                        3
            Loss on sale of other real estate                            104                        85
            Proceeds from the sale of mortgages
                and PHEAA loans                                        2,727                     2,229
            Net increase in mortgage and PHEAA loans            
                held for sale, excluding provision for                                    
                loans losses and change in deferred                                        
                loan fees                                             (1,229)                   (2,451)
            Increase in other assets                                  (1,655)                   (1,520)
            Amortization of goodwill                                      29                        29
            Increase in accrued interest payable                        (185)                      254
            Increase in other liabilities                              1,001                     1,033
-------------------------------------------------------------------------------------------------------
     Total adjustments to reconcile net income to net cash                    
        from operating activities                                      1,770                       888
-------------------------------------------------------------------------------------------------------
Net cash from operating activities                                     4,432                     3,351
-------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
     Proceeds from maturities of investment securities
        and securities available for sale                             36,298                    28,464
     Proceeds from sales of securities available for sale              6,327                    10,710
     Purchases of investment securities and securities                        
        available for sale                                           (35,932)                  (33,782)
     Net increase in loans made to customers, excluding                       
        provision for loan losses and change in                               
        deferred loan fees                                           (15,620)                  (14,558)
     Acquisition of premises and equipment                              (854)                     (581)
     Proceeds from sale of premises and equipment                         14                        10
     Proceeds from sale of other real estate                              93                       194
-------------------------------------------------------------------------------------------------------
                                                                                           
Net cash used in investing activities                                 (9,674)                   (9,543)
-------------------------------------------------------------------------------------------------------
</TABLE>
                                       5
<PAGE>

PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Statements of Cash Flows, Continued (Unaudited)
<TABLE>
<CAPTION>
                                                                          Nine Months Ended
                                                                       (Dollars in thousands)
-------------------------------------------------------------------------------------------------------
                                                               September 30,              September 30,
                                                                   1996                       1995
-------------------------------------------------------------------------------------------------------
<S>                                                          <C>                                <C>   
Cash flows from financing activities:                                         
     Net increase in demand, NOW and Super NOW,                               
        savings, money market and time deposits.             $         9,557                    12,606
     Dividends paid                                                   (1,356)                   (1,251)
     Exercise stock options                                               54                         -
     Increase in Other borrowed money                                      -                    (3,150)
-------------------------------------------------------------------------------------------------------

Net cash from financing activities                                     8,255                     8,205
-------------------------------------------------------------------------------------------------------
                                                                              
Net increase  in cash and cash equivalents                             3,013                     2,013
                                                                              
Cash and cash equivalents at beginning of year                        21,177                    11,489
-------------------------------------------------------------------------------------------------------
                                                                              
Cash and cash equivalents at end of year                     $        24,190                    13,502
-------------------------------------------------------------------------------------------------------
                                                                              
Supplemental Disclosure:                                                      
     Cash payments for interest                                        8,333                     8,095
     Cash payments for income taxes                                    1,200                       880
     Transfer of assets from loans                                            
        to other real estate                                             190                       358
     Net unrealized loss (gain) on securities                                 
        available for sale                                               968                       (54)
     Tax effect on unrealized loss (gain)                                     
        on securities available for sale                                 498                       (28)
-------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.                  
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                       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 have been prepared in conformity with generally accepted
accounting principles and include the accounts of the Company and its
wholly-owned subsidiary, Pioneer. 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
date of the balance sheet and revenues and expenses for the period. Actual
results could differ significantly from those estimates.

    Material estimates that are particularly susceptible to significant change
in the near-term relate to the determination of the allowance for possible loan
losses and the valuation of real estate acquired in connection with foreclosures
or in satisfaction of loans. In connection with the determination of the
allowances for possible loan losses and real estate owned, management obtains
independent appraisals for significant properties to the extent considered
practical.

    Mortgage Loans Held for Sale--The Company has identified certain loans as
held for sale. These loans consist primarily of fixed rate residential mortgages
and are recorded at the lower of cost or estimated market value.

      Securities Available for Sale--Securities available for sale are accounted
for at fair value and the unrealized gains and losses are accounted for as a
separate component of stockholders equity, net of tax.

    Investment Securities Held to Maturity--Investment securities held to
maturity are carried at cost, adjusted for the amortization of the related
premiums or the accretion of the related discounts into interest income using a
method which approximates level-yield over the estimated remaining period until
maturity. The Company believes it has the intent and ability to hold to maturity
its portfolio of investment securities as part of its portfolio of long-term
interest earning assets.

    Interest Revenue and Expenses--Interest revenue and expenses are accrued on
various methods which approximate a level or cost when related to principal
amounts outstanding. Unearned discount on loans is amortized to income by a
method which also approximates a level yield on the principal amounts
outstanding.

    Loan Fees--Loan origination fees and direct loan origination costs are
recognized over the life of the related loan as an adjustment of the loan's
yield.

    Non-accrual Loans--The accrual of interest on loans is discontinued when
payment of principal or interest is considered doubtful of collection. Loans on
which payments are Ninety days or more past due are considered non-accrual
unless the loan is both well secured and in the process of collection. When
interest accrual is discontinued, the interest receivable which was previously
credited to income is reversed.

    Allowance for Possible Loan Losses--The Provision for possible loan losses
charged to operating expenses reflects the amount deemed appropriate by
management to produce a reserve adequate to meet the present risk
characteristics of Pioneer's loan portfolio. Management's judgment is based on
the evaluation of individual loans and their overall risk characteristics, past
experiences with respect to the relationship of its loan losses to the loan
portfolio, the assessment of current economic conditions and other relevant
factors.

    Management believes that the allowance for possible loan losses is adequate.
While management uses available information to make its evaluations, future
adjustments to the allowance may be necessary if economic conditions differ
substantially from the assumptions used in making the evaluations. In addition,
various regulatory agencies, as an integral part of their examination process,
periodically review Pioneer's allowance for possible loan losses. Such agencies
may require Pioneer to recognize additions to the allowances based on their
judgments about information available to them at the time of their examination.

                                       7
<PAGE>
Notes to Condensed Consolidated Financial Statements, continued

    (1)  Summary of Significant Accounting Policies, continued:

    Premises and Equipment--Premises and equipment are stated at cost less
accumulated depreciation and amortization. Depreciation is computed on a
straight-line basis over the estimated lives of the related assets as follows:
building 20-33 years; building and land improvements 5-10 years; equipment 3-12
years; and leasehold improvements over 10-15 years. No depreciation is taken on
capital projects-in-progress until such projects are completed and placed in
service. Maintenance and repairs are charged to operations as incurred.

    Other Real Estate Owned--Other real estate owned consists of real estate
acquired through foreclosure and is stated at the lower of estimated fair value,
less estimated disposal costs, or cost. Allowances for declines in value
subsequent to acquisition were not necessary at both September 30, 1996 and
1995. While management uses the best information available to make its
evaluations, future adjustments to the valuation of other real estate may be
necessary if economic conditions differ significantly from the assumption used
in making the evaluation.

    Cost in Excess of Fair Value of Net Assets Acquired--Cost in excess of fair
value of net assets acquired arose from an acquisition in 1976 and is being
amortized on a straight-line basis over a period of 40 years.

    Income Taxes--The Company accounts for income taxes in accordance with
Financial Accounting Standards Board (FASB) Statement No. 109, Accounting for
Income Taxes, (SFAS No. 109) Under SFAS No. 109, deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the periods in which those temporary differences are expected to be
recovered or settled.

    Cash and Cash Equivalents--For purposes of reporting cash flows, cash and
cash equivalents include cash on hand, amounts due from banks, and Federal funds
sold. Generally, Federal funds are sold for one-day periods.

    Recently Issued Accounting Standards--In 1993, the FASB issued Statement of
Financial Accounting standards (SFAS) No. 114, Accounting by Creditors for
Impairment of Loans. SFAS No. 114 requires certain impaired loans to be measured
based on the present value of expected future cash flows discounted at the
loan's effective interest rate, the loan's market price or the fair value of the
collateral if the loan is collateral dependent. In October 1994, the FASB issued
SFAS No. 118, Accounting by Creditors for Impairment of a Loan - Income
Recognition and Disclosures (SFAS No. 118), which amends SFAS No. 114 and
requires certain related disclosures. Both SFAS No. 114 and 118 were effective
for the Company beginning January 1, 1995 and have been reflected prospectively
from that date. The implementation of these statements did not have a material
effect on the Company's results of operations or financial condition. As of
September 30, 1996, the Company had impaired loans with a total recorded
investment of $927,000 and an average recorded investment for the Nine-month
period ended September 30, 1996, of $1,144,000. As of September 30, 1996, the
amount of recorded investment in impaired loans for which there is a related
allowance for credit losses and amount of the allowance is $975,000 and
$354,000, respectively. The amount of the recorded investment in impaired loans
for which there was no related allowance for credit losses at September 30, 1996
is $0. The aggregate amount of impaired loans are measured under the fair value
measurement method. For purposes of applying the measurement criteria for
impaired loans under SFAS No. 114, as amended, the Company excludes large groups
of smaller-balance homogeneous loans, primarily consisting of residential real
estate loans and consumer loans, as well as commercial, financial, and
agricultural loans with balance less the $100,000. For applicable loans, the
Company evaluates the need for impairment recognition when a loan becomes
nonaccrual, or earlier if based on management's assessment of the relevant facts
and circumstances, it is probable that a creditor will be unable to collect all
assets due according to the contractual terms of the loan agreement. The
Company's policy for the recognition of interest income on impaired loans is the
same as for nonaccrual loans (described previously). Cash receipts on impaired
loans are not recognized as income, but are applied to principal. Impaired loans
are charged off when the Company determines that foreclosure is probable and the
fair value of the collateral is less than the recorded investment of the
impaired loan. 

    In March 1995, the FASB issued SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of.
This statement requires that long-lived assets and certain identifiable
intangibles to be

                                       8
<PAGE>
Notes to Condensed Consolidated Financial Statements, continued

    (1) Continued:

held and used by an entity be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable, and that any related impairment be based on the fair value of the
asset. In addition, long-lived assets to be disposed of must generally be
reported at the lower of carrying amount or fair value, less cost to sell. SFAS
No. 121 is required to be adopted by the Company in 1996. Management does not
expect the adoption of this statement to materially effect the Company's results
of operations or financial condition.

     In May 1995, the FASB issued SFAS No. 122, Accounting for Mortgage
Servicing Rights and Excess Servicing Receivables and for Securitization of
Mortgage Loans. This statement will prospectively require the Company, which
services mortgage loans for others in return for a fee, to recognize these
servicing assets, regardless of how they were acquired. Additionally, the
Company will be required to assess the fair value of these assets at each
reporting date to determine impairment. SFAS No. 122 is required to be adopted
by the Company in 1996. Management does not expect the adoption of this
statement to materially effect the Company's results of operations or financial
condition.

     In October 1995, the FASB issued SFAS No. 123, Accounting for Stock-based
Compensation. This statement encourages the adoption of fair value accounting
for stock options issued to employees. Further, in the event that fair value
accounting is not adopted, the statement requires proforma disclosure of net
income and earnings per share as if fair value accounting had been adopted. SFAS
No. 123 is required to be adopted by the Company in 1996. Management expects
that it will not adopt fair value accounting for stock options issued to
employees and, therefore, does not expect the adoption of this statement to
materially effect the Company's results of operations or financial condition. .

     In June 1996, the FASB issued No. 125, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities. This
Statement provides accounting and reporting standards for transfer and servicing
of financial assets and extinguishments of liabilities based on consistent
application of a financial - components approach that focuses on control. It
distinguishes transfer of financial assets that are sales from transfer that are
secured borrowings. SFAS No 125 is required to be adopted by the company in
1997. Management does not expect the adoption of this statement to materially
effect the Company's results of operation or financial condition.

     (2)  Investment Securities

      Effective January 1, 1994, the Company adopted Financial Accounting
Standards Board Statement No. 115, Accounting for Certain Investments in Debt
and Equity Securities (SFAS No. 115) which changes the accounting and reporting
for investments in equity securities that have readily determinable fair values
and for all investments in debt securities.

      The effect of this change was the classification of applicable investments
in three categories consisting of held-to-maturity, trading and available for
sale. Trading securities are bought and held principally for the purpose of
selling them in the near term.

      Trading securities are accounted for at their fair value with the
unrealized gains and losses included in current earnings. The Company has not
classified any of it's investments as trading during the first Nine months ended
September 30, 1996. All other securities not included in trading or held to
maturity are classified as available for sale.

     Securities available for sale are accounted for at fair value. Unrealized
gains and losses on securities available for sale are accounted for as a
separate component of stockholders' equity, net of tax.

                                       9
<PAGE>
Notes to Condensed Consolidated Financial Statements, continued

        (2) Continued

Securities available for sale at September 30, 1996, December 31, 1995 and
September 30, 1995 are summarize as follows:
<TABLE>
<CAPTION>



                                                  September 30,               December 31,              September 30,
                                                      1996                       1995                      1995
                                               Cost     Market Value     Cost     Market Value     Cost     Market Value
                                            ------------------------------------------------------------------------------
<S>                                       <C>                   <C>         <C>           <C>         <C>           <C>  
U.S. Treasury Securities                  $      2,500          2,498       2,465         2,463       2,507         2,546
Federal agency mortgage based obligations        7,969          7,817      15,246        15,142      20,345        20,095
Other obligations of Federal agencies           52,208         50,896      48,699        48,663      31,455        31,748
Obligations of States and Political 
 subdivisions                                      914            914         100           101
Other Securities                                 2,086          2,086       1,959         1,959       1,959         1,959
                                            ------------------------------------------------------------------------------
                                             
Securities available for sale:            $     65,677         64,211      68,469        68,328      56,266        56,348
                                            ------------------------------------------------------------------------------
</TABLE>

   The adjustment in stockholders' equity for the unrealized loss of the
securities available for sale at September 30, 1996, net of tax, was $(968,000).
Included in net deferred tax assets is $498,000 for this same unrealized loss.


    Held-to-maturity securities are those securities for which the Company has
the ability and interest to hold the security until maturity. These securities
are accounted for at amortized cost. Securities at September 30, 1996, December
31, 1995 and September 30, 1995 consist of held-to-maturity securities are
summarized as follows:
<TABLE>
<CAPTION>

                                                      September 30,                December 31,                 September 30,
                                                          1996                         1995                          1995
                                                 Cost       Market Value      Cost        Market Value      Cost       Market Value
                                          ------------------------------------------------------------------------------------------
<S>                                               <C>             <C>           <C>             <C>          <C>             <C>   
U.S. Treasury Securities                $              -               -             -               -            -               -
Other obligations of Federal agencies             10,677          10,425        17,697          17,540       32,714          33,248
Obligations of State and Political
 subdivisions                                     11,252          11,333         8,126           8,240       11,626          12,006
Corporate Notes                                      200             201           200             203          200             203
Other Securities                                       -               -            10              10           10               9
                                          ------------------------------------------------------------------------------------------
                                           
Investment Securities:                  $         22,129          21,959        26,033          25,993       44,550          45,466
                                          ------------------------------------------------------------------------------------------
</TABLE>

(3) Restrictions on Cash and Due from Banks--Pioneer is required to maintain
certain average reserve balances as established by the Federal Reserve Bank. The
amount of those reserve balances for the reserve computation period which
included September 30, 1996 was $1,592,000 which amount was satisfied through
the restriction of vault cash.


    Pioneer is also required to maintain certain balances at correspondent banks
based upon activity with the correspondent. At September 30, 1996, the amount of
such balances was $48,000.


                                      10
<PAGE>




Notes to Condensed Consolidated Financial Statements, continued



(4) Stockholders' Equity and Per Share Data-- In the second quarter of 1996 the
Company's Board of Directors declared a two for one stock split effected in the
form of a stock dividend. The split is effective on July 15, 1996. These
financial statements have been adjusted to reflect the stock split.

    At September 30, 1996 there were 25,000,000 shares of common stock at $1 par
value authorized with 2,828,912 shares issued and outstanding.

    Through September 30, 1996 the Company has issued and outstanding 182,725
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 Officers of the Company exercised 10,000, in the second quarter
26,711 and in the third quarter 28,842 of previously issued options.

    The market value of the common shares of the Company at September 30, 1996
was $22.00. The impact of all the options issued and outstanding on the
calculation of earnings per share was additional incremental common stock
equivalents of 89,718 shares year to date and 91,602 shares for the third
quarter.

(5) Employee Benefit Plan--The Bank has an employee stock ownership plan which
includes substantially all employees who have at least one year of service.
During 1989 and 1990, Pioneer American Bank, N.A. Employee Stock Ownership Plan
(ESOP) obtained lines of credit from another financial institution in the amount
of $650,000 of which there was no outstanding balance at September 30, 1996 and
1995, respectively.

    The Bank has a savings and investment plan. Employees who have completed one
year of service with 1,000 hours of employment during that year are eligible to
participate.

    The Company maintains employment contracts with its President, Senior
Executive Vice President and Executive Vice President. The Company also
maintains insurance contracts for its President and Senior Executive Vice
President.


                                       11


<PAGE>

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

Highlights

    Total Assets were $331,505,000 at September 30, 1996 and $316,211,000 at
September 30, 1995 which is an increase of $15,294,000 or 4.8%. Deposits
increased by $14,485,000 from $283,324,000 at September 30, 1995 which is a
increase of 5.1% at September 30, of 1996. Total loan volume as of September 30,
1995 stood at $191,222,000, increasing by $17,018,000 or 8.9% to $208,240,000 at
September 30, 1996. At September 30, 1996, total assets increased $10,858,000
over December 31, 1995, deposits increased $9,557,000 or 3.3% and loans
increased $13,685,000 or 7.0%.

    The average earning assets were $303,748,000 during the Nine months ended
September 30, 1996 and $292,464,000 during the Nine months ended September 30,
1995. This is an increase of $11,284,000 or 3.7%.

    Average total assets during the Nine months ended September 30, 1996 were
$324,852,000 and $314,431,000 for the Nine months ended September 30, 1995. The
return on average total assets was 1.1% for the Nine months ended September 30,
1996 and 1.0% for the same period of 1995. Return on average equity for the
first Nine months of 1996 and 1995 were 12.3% and 12.4% respectively. Average
equity for both periods was $28,779,000 for the first Nine months of 1996 and
$26,521,000 for the first Nine months of 1995.

     Net income per share was $0.91 for the first Nine months of 1996 and $0.85
for the first Nine months of 1995. Earnings per share data is based on share
equivalent of 2,918,630 September 30, 1996 and 2,902,276 shares September 30,
1995. Net income increased $199,000 or 8.1% comparing the first Nine months of
1996 to the first Nine months of 1995, and is attributed to the increase in net
interest revenue. This increase was offset by a lesser increase in total other
operating expense due to an increase in salaries and employee benefits.

Net Interest Revenue

    Net interest income for the first Nine months of 1996 increased $863,000 or
9.3% compared with the same period of 1995. While total interest revenue
increased $662,000 or 3.8%, interest paid increased by $201,000 or 2.4%
resulting in a net effect of a increase of $863,000 or 9.3% in net interest
income. The increase in interest income was the result of a $11,284,000 increase
in the total average of interest earning assets. The volume and rate increase in
interest income was primarily driven by an increase in lending activity. This
increase was offset by a lesser increase in interest bearing deposits. The
Company offered special deposit rates to support the opening of seven new
branches from December 1994 through November 1995, which resulted in both an
increase in volume and rate of interest costing liabilities. This increase in
funds was utilized in funding the growth in the loan portfolio.

Provision / Reserve for Possible Loan Losses and Nonperforming Loans


                                         Nine Months Ended September 30,
                                            1996                     1995
                                      ---------------------------------------

Balance at beginning of period      $     2,742,000                2,699,000
Recoveries                                   13,000                   38,000
Less:  Charge Offs                          238,000                  361,000
Provision for Loan Losses                   315,000                  315,000
-----------------------------------------------------------------------------
Balance at end of period            $     2,832,000                2,691,000
-----------------------------------------------------------------------------

    The provision for possible loan losses for the first Nine months of 1996
amounted to $315,000. It was $315,000 for the first Nine months of 1995. Net
charge offs for the first Nine months of 1996 totaled $225,000 while net charge
offs for the same period of 1995 were $323,000. The ratio of net charge offs
during the first Nine months of 1996 to average loans outstanding during the
same period was .11% and for the first Nine months of 1995 was .18%.

                                       12
<PAGE>




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


    The reserve for possible loan losses at September 30, 1996 totaled
$2,832,000, increasing $141,000, 5.2% from $2,691,000 at September 30, 1995.
These additions have brought the Company ratio of reserve for possible loan
losses to total loans outstanding to 1.4% at September 30, 1996, and the same
ratio as of September 30, 1995 was 1.4%



    Non-performing loans are listed as follows:

                                        09/30/96                09/30/95
                                     --------------           -------------
Non Accrual                          $    3,244,000           $   2,447,000
Restructured                                554,000               1,069,000
                                     --------------           -------------
                                     $    3,798,000           $   3,516,000

    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 also reserves the accrued interest on
all loans over ninety days past due unless the Bank considers the loan to be
well secured and in the process of collection.

     The comparability of the above information was not affected by the adoption
of SFAS No. 114. There are no impaired loans under SFAS No. 114 which are not
included in the above table.

    The loan loss reserve as of September 30, 1996 has been deemed adequate by
management. This amount is sufficient to cover inherent losses given the
moderate past due, nonperforming and classified levels. Determination for 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

Other Operating Revenue

    Other operating revenue for the first Nine months of 1995 was 1,269,000
decreasing 1.0% to $12,000 reported for the first Nine months of 1996. Included
in other income in 1995 was $75,000 from life insurance proceeds due to the
death of a bank director and a gain on securities of $181,000. Service charge
income on deposit accounts increased in 1996 to offset other income due to an
increase in the fees collected for return items and an increase in the number of
accounts subject to service charge routines of the Bank.

Other Operating Expenses

    Total other operating expenses were $6,841,000 in the first Nine months of
1995 while other operating expenses were $7,268,000 in the first Nine months of
1996; reflecting an increase of $427,000 or 6.2% for the first Nine months of
1996. The decrease level of insurance premium for FDIC Insurance was offset by
an increase in salaries, employee benefits and net occupancy expense of bank
premises. The 1996 increase is attributable to normal salary increases and an
increase in full time equivalent, which included the additional of staff for
four new branches opened from June 1995 through November 1995. Salary and
employee benefit increased by 13.2% as well as an increase of 13.0% for net
occupancy expense of bank premises.

Income Taxes

    The provision for income taxes for the first Nine months of 1996 was
$1,140,000 and $915,000 for the first Nine months of 1995. This reflects the
current tax rates and the level of income for both periods. This is the
estimated provision for income tax for the period as determined by operations of
the corporation.

                                       13

<PAGE>



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


Capital Management and Liquidity and Rate Sensitivity

    The objectives of the Corporation's capital management policy places and
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. 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

    The economic outlook for the remaining part of 1996 remains unsettled and
uncertain. The Federal Reserve may have the task of sustaining expansion while
stemming inflationary trends, in the realm of current fiscal policy. 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.

    Increases in the rate of inflation can increase longer term interest rates,
which can reduce the value of investment securities, 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 increasing
in response to economic changes and 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 includes the pricing of collateral on a regular basis. The
coming months will reveal the effect of inflationary fluctuations on the
economy.


                                       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 Executives

None

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

None

Item 5.  Other Information

Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

None

                                       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:  November  7, 1996                By /s/ Donald A. Hoyle, Jr    
                                        -----------------------------------
                                        Donald A. Hoyle, Jr
                                        President & C.E.O.

Date:  November  7, 1996

                                        By /s/ John W. Reuther
                                        -----------------------------------
                                        John W. Reuther
                                        Senior Executive Vice President &
                                        Chief Financial Officer












                                       16