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 March 31, 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 March 31, 1999     2,920,963 shares
                                                              ----------------

<PAGE>


                                      INDEX

                     PIONEER AMERICAN HOLDING COMPANY, CORP.

PART I.  FINANCIAL INFORMATION

         Item 1. Financial Statements (Unaudited)

                  Consolidated balance sheets--March 31, 1999
                    and December 31, 1998.----------------------------Page  2-3

                  Consolidated statements of operations--Three
                     months ended March 31, 1999 and 1998-------------Page  4

                  Consolidated statements of cash flows--Three months
                    ended March 31, 1999 and 1998.--------------------Pages 5-6

                  Notes to consolidated financial statements--
                    March 31, 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
                                      -1-

<PAGE>
<TABLE>
<CAPTION>

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

Cash and due from banks                                   $            13,099                         $  13,977
Federal funds sold                                                          0                             7,600

Securities  available for sale (cost of securities of $122,466 on March 31, 1999
     and $100,057 on December 31, 1998)

     Federal agency mortgage backed obligations                        58,516                            34,127
     Other obligations of Federal agencies                             43,729                            47,537
     Obligations of states and political subdivisions                  13,810                            13,289
     Other securities                                                   6,126                             6,126
----------------------------------------------------------------------------------------------------------------
Total securities available for sale                                   122,181                           101,079
----------------------------------------------------------------------------------------------------------------

Securities  held to  maturity(approximate  market  value of $43,210 on March 31,
     1999 and $46,729 on December 31, 1998)

        Federal agency mortgage backed obligations                     32,717                            35,838
        Obligations of states and political subdivisions               10,085                            10,340
----------------------------------------------------------------------------------------------------------------
Total securities held to maturity                                      42,802                            46,178
----------------------------------------------------------------------------------------------------------------

Loans, net of unearned discount and deferred loan fees                237,612                           225,735
Allowance for loan losses                                              (2,864)                           (2,909)
----------------------------------------------------------------------------------------------------------------
Net loans                                                             234,748                           222,826
----------------------------------------------------------------------------------------------------------------

Accrued interest receivable                                             2,892                             2,547
Premises and equipment                                                  6,916                             7,067
Other real estate owned                                                 1,248                             1,449
Other assets                                                            2,401                             1,843
Cost in  excess  of fair  value  of net  assets  acquired  
     (net  of  accumulated
     amortization of $962 March 31,
     1999 and $952 December 31, 1998)                                     581                               591
----------------------------------------------------------------------------------------------------------------

Total assets                                              $           426,868                     $     405,157
----------------------------------------------------------------------------------------------------------------
</TABLE>
                                      -2-
<PAGE>
<TABLE>


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

Deposits:
     Demand - noninterest bearing                           $          42,821                   $    42,931
     NOW and Super NOW                                                 35,806                        38,462
     Savings                                                           59,262                        56,714
     Money Market                                                      20,458                        22,481
     Time                                                             147,060                       146,772
------------------------------------------------------------------------------------------------------------
Total deposits                                                        305,407                       307,360
------------------------------------------------------------------------------------------------------------

Accrued interest payable                                                2,299                         2,095
Dividends payable                                                         584                           581
Other borrowed money                                                   82,390                        58,357
Other liabilities                                                       1,284                         1,298
------------------------------------------------------------------------------------------------------------

Total liabilities                                                     391,964                       369,691
------------------------------------------------------------------------------------------------------------

Stockholders' equity:
     Common  stock,  $1 par  value  per  share,  25,000,000  
     shares  authorized;2,926,067 shares on March 31, 1999 
      and 2,904,309 on December 31, 1998 issued                         2,926                         2,904
     Additional paid-in capital                                        11,859                        11,768
     Retained earnings                                                 20,419                        20,120
     Accumulated other comprehensive income                              (188)                          674
     Less:  Treasury stock at cost (5,104 shares)
        on March 31, 1999                                                (112)                            0
------------------------------------------------------------------------------------------------------------

Total stockholders' equity                                             34,904                        35,466
------------------------------------------------------------------------------------------------------------





Total liabilities and stockholders' equity                  $         426,868                 $     405,157
------------------------------------------------------------------------------------------------------------
</TABLE>
                                      -3-

<PAGE>
<TABLE>

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

---------------------------------------------------------------------------------------------------------------------------------
                                                                                    March 31,                        March 31,
                                                                                       1999                            1998
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>                                   <C>

Interest income:
     Interest and fees on loans                                                      $     4,812                           4,684
     Interest on Federal funds sold                                                           82                               9
     Interest on investments:
              Taxable                                                                      1,974                           2,049
              Non-taxable                                                                    317                             282
---------------------------------------------------------------------------------------------------------------------------------

Total interest income                                                                      7,185                           7,024
---------------------------------------------------------------------------------------------------------------------------------

Interest expense:
     Interest on deposits                                                                  2,729                           2,631
     Interest on Federal funds purchased                                                       0                              22
     Interest on other borrowed money                                                        968                             820
---------------------------------------------------------------------------------------------------------------------------------

Total interest expense                                                                     3,697                           3,473
---------------------------------------------------------------------------------------------------------------------------------
Net interest income                                                                        3,488                           3,551

Provision for loan losses                                                                     75                             150
---------------------------------------------------------------------------------------------------------------------------------

Net interest income after provision for loan losses                                        3,413                           3,401
---------------------------------------------------------------------------------------------------------------------------------

Other operating income:
     Service charges on deposit accounts                                                     376                             302
     Gain on sale of available for sale securities                                             0                             296
     ATM fees                                                                                141                             104
     Other income                                                                            126                             151
---------------------------------------------------------------------------------------------------------------------------------

Total other operating income                                                                 643                             853
---------------------------------------------------------------------------------------------------------------------------------

Other operating expenses:
     Salaries and employee benefits                                                        1,331                           1,352
     Net occupancy expense of bank premises                                                  285                             270
     Furniture and equipment expenses                                                        242                             169
     Data processing expense                                                                  65                              63
     Other expenses                                                                          950                             820
---------------------------------------------------------------------------------------------------------------------------------

Total other operating expenses                                                             2,873                           2,674
---------------------------------------------------------------------------------------------------------------------------------

Income before income taxes                                                                 1,183                           1,580

Income tax expense                                                                           300                             440
---------------------------------------------------------------------------------------------------------------------------------

Net income                                                                            $      883                           1,140
---------------------------------------------------------------------------------------------------------------------------------

Other comprehensive income net of tax
     Unrealized gain/loss on securities
       Unrealized holding gain/(loss) arising during the period                             (862)                             40
       Less reclassification adjustment for gains
            included in net income                                                             0                            (195)
       Comprehensive income                                                                   21                             985
---------------------------------------------------------------------------------------------------------------------------------

Earnings Per Share Data (based on net income):

Basic                                                                                  $       0.30                            0.40
Diluted                                                                                        0.30                            0.39
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                      -4-
<PAGE>
<TABLE>

PIONEER AMERICAN HOLDING COMPANY, CORP
Consolidated Statements of Cash Flows (Unaudited)                         Three Months Ended
                                                                        (Dollars in thousands)
<CAPTION>
--------------------------------------------------------------------------------------------------------
                                                                 March 31,                  March 31,
                                                                    1999                       1998
--------------------------------------------------------------------------------------------------------
<S>                                                          <C>                                 <C>

Cash flows from operating activities:
     Net income                                              $            883                     1,140

     Adjustments to reconcile net income to net cash from 
       operating activities:
            Net gain on sale of securities available for sale               0                      (296)
            Accretion of discount on securities
                and money market investments                              (58)                      (10)
            Amortization of premium on investment
                securities                                                145                        61
            Provision for loan losses                                      75                       150
            Decrease in deferred loan fees                                (30)                      (38)
            Decrease (increase) in accrued interest receivable           (345)                      407
            Depreciation and amortization of premises
                and equipment                                             263                       209
            Loss on sale of other real estate                              33                        82
            Proceeds from the sale of mortgages
                and PHEAA loans held for sale                             216                     1,516
            Net increase in mortgage and PHEAA loans
                held for sale                                          (1,033)                   (2,140)
            Gain on sale of mortgages and PHEAA loans                       0                       (13)
            Increase in other assets                                     (110)                     (608)
            Amortization of goodwill                                       10                        10
            Increase in accrued interest payable                          204                       203
            Increase in other liabilities                                 (14)                      672
--------------------------------------------------------------------------------------------------------
     Total adjustments to reconcile net income to net cash
        from operating activities                                        (644)                      205
--------------------------------------------------------------------------------------------------------
Net cash from operating activities                                        239                     1,345
--------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
     Proceeds from maturities and calls of securities
        held to maturity                                                3,299                     1,824
     Proceeds from maturities and calls of
        securities available for sale                                  11,528                     7,569
     Proceeds from sales of securities available for sale                   0                    12,012
     Purchases of securities held to maturity                               0                   (25,705)
     Purchases of securities available for sale                       (33,947)                   (2,491)
     Net increase in loans made to customers, excluding
        provision for loan losses and change in
        deferred loan fees                                            (11,299)                  (10,819)
     Acquisition of premises and equipment                               (112)                      (56)
     Proceeds from sale of other real estate                              317                        12
--------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                 (30,214)                  (17,654)
--------------------------------------------------------------------------------------------------------

</TABLE>
                                      -5-
<PAGE>
<TABLE>
PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Statements of Cash Flows, Continued (Unaudited)
                                                                         Three Months Ended
                                                                       (Dollars in thousands)
<CAPTION>

------------------------------------------------------------------------------------------------------
                                                                 March 31,                March 31,
                                                                   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.             $        (1,953)                  (3,401)
     Dividends paid                                                     (584)                    (544)
     Exercise of stock options                                           113                      337
     Purchase of treasury stock                                         (112)                       0
     Federal funds purchased                                               0                   (2,350)
     Increase in other borrowed money                                 24,033                   24,093
------------------------------------------------------------------------------------------------------

Net cash from financing activities                                    21,497                   18,135
------------------------------------------------------------------------------------------------------

Net increase(decrease) in cash and cash equivalents                   (8,478)                   1,826

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

Cash and cash equivalents at end of period                   $        13,099                   16,744
------------------------------------------------------------------------------------------------------

Supplemental Disclosure:
     Cash payments for interest                                        3,493                    3,270
     Cash payments for income taxes                                      250                      490
     Transfer of assets from loans
        to other real estate                                             149                      263
     Net unrealized loss on securities
        available for sale                                               862                      236
     Tax effect on unrealized loss
        on securities available for sale                                 445                       81
------------------------------------------------------------------------------------------------------
</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 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 three months ended March 31,
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
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  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.  This Statement is effective for all fiscal
quarters of fiscal  years  beginning  after June 15, 1999.  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 March 31, 1999 and December 31, 1998 are
summarized as follows: (000's)

<TABLE>
<CAPTION>

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

Federal agency mortgage based
     obligations                                                    58,912          58,516                33,907          34,127
Other obligations of Federal agencies                               44,017          43,729                47,207          47,537
Obligations of State and Political subdivisions                     13,411          13,810                12,817          13,289
Other securities                                                     6,126           6,126                 6,126           6,126
                                                            -----------------------------------------------------------------------

Securities available for sale:                            $        122,466         122,181               100,057         101,079
                                                            -----------------------------------------------------------------------
</TABLE>


The adjustment in stockholders' equity for the unrealized loss of the securities
available for sale at March 31, 1999,  net of tax, was  $(188,000).  Included in
net deferred tax assets is $97,000 for this same unrealized loss.

     Securities  held to maturity at March 31,  1999 and  December  31, 1998 are
summarized as follows: (000's)

<TABLE>
<CAPTION>
<PAGE>


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

Federal agency mortgage based
     obligations                                          $         32,717          32,752                 35,838          35,979
Obligations of State and Political subdivisions                     10,085          10,458                 10,340          10,750
                                                            -----------------------------------------------------------------------

Securities held to maturity:                              $         42,802          43,210                 46,178          46,729
                                                            -----------------------------------------------------------------------

</TABLE>
                                      -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 March 31, 1999 there were 25,000,000  shares of common stock
at  $1  par  value   authorized  with  2,926,067  shares  issued  and  2,920,963
outstanding.

    Through March 31, 1999 the Company has issued and outstanding 55,525 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.

    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
                                                                   March 31,
                                                              1999             1998
<S>                                                     <C>                 <C>  

Numerator:
      Net income                                        $          883            1,140
                                                           ============     ============

Denominator:
      Denominator for basic earnings per share -
      weighted average shares                                    2,921            2,867

Effect of dilutive securities:
      Employee stock options                                        26               79
                                                           ------------     ------------

Denominator for diluted earnings per share -
      adjusted weighted average shares and
      assumed conversion                                         2,947            2,946
                                                           ============     ============

Basic earnings per share                                $         0.30             0.40
                                                           ============     ============

Diluted earnings per share                              $         0.30             0.39
                                                           ============     ============

</TABLE>

The market value of the common shares of the Company at 
March 31, 1999 was $19.50.

                                      -8-
<PAGE>

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

Highlights

    Total  Assets  were  $426,868,000  at March  31,  1999 and  $405,157,000  at
December  31,  1998  which is an  increase  of  $21,711,000  or 5.4 %.  Deposits
decreased  by  $1,953,000  from  $307,360,000  at  December  31, 1998 which is a
decrease  of .6 % at March 31,  1999.  Total net loans as of  December  31, 1998
stood at  $222,826,000,  increasing by $11,922,000 or 5.4 % to  $234,748,000  at
March 31, 1999.

    The average earning assets were  $391,749,000  during the three months ended
March 31, 1999 and  $361,758,000  during the three  months ended March 31, 1998.
This is an increase of $29,991,000 or 8.3%.

    Average  total  assets  during the three  months  ended  March 31, 1999 were
$415,913,000  and  $384,015,000  for the three months ended March 31, 1998.  The
return on average  total  assets was 1.0% for the three  months  ended March 31,
1999 and 1.2% for March 31, 1998.  Return on average  equity for the first three
months of 1999 and 1998 were 9.9% and 13.7%  respectively.  Average  equity  for
both periods was  $35,738,000 for the first three months of 1999 and $33,376,000
for the first three months of 1998.

    Net income  decreased  $257,000 or 22.5% comparing the first three months of
1999 to the first  three  months of 1998.  The  decrease in 1999 was driven by a
decrease in total other  operating  income.  During the first  quarter of 1998 a
$296,000 gain was  recognized on sale of available  for sale  securities  and no
gain was recognized in 1999.

    Net income per diluted share was $.30 for the first three months of 1999 and
$0.39 for the first three months of 1998.  Earnings per basic share was $.30 and
$.40 for the three months ended March 31, 1999 and 1998.

Available for Sale and Securities Held to Maturity

    A major  factor in the  increase  of total  assets at March 31,  1999 is the
increase in the Bank's securities  portfolio of $17,726,000 or 12.0%.  There was
an increase of  $24,389,000  or 71.5% 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 $3,376,000
or  7.3%.  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 asset/liability strategy
to enhance net interest income.

Net Loans

    Net loans  increased by $11,922,000 or 5.4% 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 slightly for the first three months of 1999.

Total Deposits

    Total  Deposits  were  $305,407,000  at March 31, 1999 and  $307,360,000  at
December  31, 1998 which is a decrease of  $1,953,000  or .6%.  During the first
three month of 1999 NOW and Super NOW decreased $2,565,000 or 6.9%. Money market
accounts  also  decreased  by  $2,023,000.  Offsetting  these  decreases  was an
increase in savings of  $2,548,000.  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 the first quarter of 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.

Other Borrowed Money

    Total  liabilities  were  $391,964,000 at March 31, 1999 and $369,691,000 at
December  31,  1998 which is an  increase of  $22,273,000  or 6.0%.  The largest
increase in total  liabilities  was the result of an increase in Other  borrowed
money of $24,033,000 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.
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 three months of 1999 decreased $63,000 or
1.8% compared with the same period of 1998. Total
                                      -9-
<PAGE>

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

Net Interest Income, continued

interest income increased  $161,000 or 2.3%. The increase in interest income was
the result of an  increase  in the total  average of  interest  earning  assets.
Interest  earning assets were up $29,991,000  for the first three months of 1999
compared to the same period in 1998. The loan portfolio provided $128,000 of the
increase in interest  income and the  interest  on federal  funds sold  provided
$73,000 for the first quarter of 1999. Total security  interest  remained fairly
constant.  Total  interest  expense also increased  $224,000  resulting in a net
decrease of $63,000 or 1.8% 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.  Total  interest  expense on deposits
increased  $98,000 or 3.7%.  This was  attributable  to an  increase  in average
interest  bearing deposits for March 31, 1999 of $14,888 or 6.0% compared to the
same period in 1998.

    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
March 31, 1999 and 1998.

<TABLE>
<CAPTION>


                                     March 31, 1999                                  March 31, 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                  692                   4.49%                       221                   1.70%
      Static                  -                      -                          -                      -
       -200                (1,685)               (10.93%)                     (974)                 (7.30%)

</TABLE>

A 200 basis point rise in interest rates results in a 4.49% increase 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.

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

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

Balance at beginning of period                     $         2,909,000                 2,759,000                 2,759,000
Recoveries                                                       3,000                    38,000                     7,000
Less:  Charge Offs                                             123,000                   308,000                    84,000
Provision for Loan Losses                                       75,000                   420,000                   150,000
---------------------------------------------------------------------------------------------------------------------------
                                                                                                
Balance at end of period                           $         2,864,000                 2,909,000                 2,832,000
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

The  provision  for loan losses for the first three  months of 1999  amounted to
$75,000. It was $420,000 at Decemberr 31, 1998 and $150,000 for the three months
ended 1998. Net charge offs for the first three months of 1999 totaled  $120,000
while net charge offs for the three  months  ended March 31, 1998 were  $77,000.
The  increases in charge offs in 1999 was due  primarily to one consumer and two
commercial  loans  that were not fully  collateralized.  The ratio of net charge
offs during the first three months of 1999 to average loans  outstanding  during
the same period was .05% and for the twelve months ended 1998 was .12%.

    The reserve for loan losses at March 31, 1999 totaled $2,864,000, decreasing
$45,000,  1.5 % from  $2,909,000  at December  31,  1998.  The Company  ratio of
reserve for loan losses to total loans  outstanding  was 1.2% at March 31, 1999,
and the same ratio as of December 31, 1998 was 1.3%.

                                      -10-

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

Provision / Reserve for Loan Losses and Nonperforming Loans, continued

<TABLE>
<CAPTION>
    Non-performing loans are listed as follows:

                                                 3/31/99                      12/31/98
                                               -------------                -------------
<S>                                         <C>                          <C>  

Non Accrual                                 $     1,497,000              $     1,684,000
90 Days and More Past Due                           993,000                      838,000
Restructured                                      1,043,000                    1,247,000
                                               -------------                -------------
                                            $     3,533,000              $     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 March 31,  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  three  months of 1998 was  $853,000
decreasing 24.6% to $643,000  reported for the first three months of 1999. There
was a gain  recognized  for the sale of  securities  available  for sale in 1998
during the first quarter of $296,000.  The Company did not recognize any gain or
loss on the sale of  securities  available  for sale during the first quarter of
1999.  Offsetting  this  decrease  was a slight  increase  in service  charge on
deposit accounts and ATM fees.

    Service  charge  income  on  deposit  accounts  increased  in 1999 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.
ATM fees also increased  $37,000 or 35.6% for the first three months ended March
31, 1999 compared to the same period last year.  This increase was  attributable
to a volume increase.

Other Operating Expenses

    Total other operating  expenses were $2,873,000 in the first three months of
1999 while other operating expenses were $2,674,000 in the first three months of
1998 reflecting an increase of $199,000 or 7.4% for the first quarter of 1999.

    The increase in furniture and equipment expense of $73,000 or 43.2% over the
same period in 1998 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 lease office.
These changes to the Bank resulted in increased depreciation.

    Other expenses  increased by $130,000 for the first quarter of 1999 or 15.9%
compared with the same period of 1998. A significant portion of the increase was
in marketing expense which was up $69,000.  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  as a result  of the  following:  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
                                      -11-
<PAGE>
Financial Review Management's Discussion and Analysis of Financial 
Condition and Results of Operation, continued

Other Operating Expenses, continued

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.

    Salaries and employee  benefits,  net occupancy expense of bank premises and
data  processing  expense for three months ended March 31, 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  three  months of 1999 was
$300,000 and $440,000 for the first three months of 1998. The effective rate for
the first three  months of 1999 was 25.4% and 27.8% for the same period of 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.


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 March 31, 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.

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

Effects of Inflation, continued

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  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 to 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 intends to fully test that software by
June 30, 1999.

     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 is  progressing on
schedule  with the testing of our core  applications  for  critical  dates.  The
Company  performed  significant Year 2000 testing prior to December 31, 1998 and
plans to be fully compliant by June 30, 1999.

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 will be
capitalized  and amortized over the next five years.  Additionally,  during 1999
the bank  anticipates  further  expenditures  of $140,000,  all of which will be
capitalized  over the next five years,  with $20,000 expensed in 1999. This cost
is primarily associated with purchasing new equipment and software which will be
capitalized and amortized over a 5 year period.

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.
                                      -13-
<PAGE>

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

Year 2000, continued

Risks of Year 2000, continued

         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.  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.


                                      -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

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



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




                                      -16-