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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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



FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2004



or



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



FOR THE TRANSITION PERIOD FROM  to



Commission file number: 000-49736



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FIRST COMMUNITY FINANCIAL CORPORATION

(Exact name of small business issuer as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|PENNSYLVANIA                                                   |  | 23-2321079                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|TWO NORTH MAIN STREET, MIFFLINTOWN, PENNSYLVANIA               |  | 17059                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



(717) 436-2144

(Issuers telephone number, including area code)



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Indicate by
check mark whether the Company (1) has filed all reports required to be filed by Section 13 of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes   x    No ̈.



Indicate
by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes ̈No  x.



State the number of shares outstanding of each of the issuers classes of common stock, as of the latest practical date: COMMON STOCK, Par Value $5.00 per share 700,000 shares outstanding as of April 30, 2004



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PART I  FINANCIAL INFORMATION

Item 1. Financial Statements



FIRST COMMUNITY FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(Dollars In Thousands, Except Per Share Data)



|                                                                                               |  |                            |         |                   |   |        
|---------------------------------------------------------------------------------------------- |  | -------------------------- | ------- | ----------------- | - | -------
|                                                                                               |  | (unaudited) March 31, 2004 |         | December 31, 2003
|ASSETS                                                                                         |  |                            |         |                   |   |        
|Cash & Due from Banks                                                                          |  | $                          | 4,742   |                   | $ | 4,896  
|Interest Bearing Deposits with Banks                                                           |  |                            | 470     |                   |   | 446    
|                                                                                               |  |                            |         |                   |   |        
|Cash & Cash Equivalents                                                                        |  |                            | 5,212   |                   |   | 5,342  
|Time Certificates of Deposit                                                                   |  |                            | 199     |                   |   | 199    
|Securities available for sale                                                                  |  |                            | 49,502  |                   |   | 42,931 
|Securities held to maturity, fair value 2004 $ 20,430; 2003 $ 19,765                           |  |                            | 19,923  |                   |   | 19,393 
|Loans - Net of allowance for loan losses 2004 $ 1,243; 2003 $ 1,212                            |  |                            | 146,762 |                   |   | 141,206
|Premises and Equipment                                                                         |  |                            | 6,540   |                   |   | 6,205  
|Restricted investment in bank stocks                                                           |  |                            | 1,993   |                   |   | 1,202  
|Investment in life insurance                                                                   |  |                            | 4,249   |                   |   | 4,209  
|Other Assets                                                                                   |  |                            | 2,967   |                   |   | 1,816  
|                                                                                               |  |                            |         |                   |   |        
|TOTAL ASSETS                                                                                   |  | $                          | 237,347 |                   | $ | 222,503
|                                                                                               |  |                            |         |                   |   |        
|LIABILITIES                                                                                    |  |                            |         |                   |   |        
|Deposits:                                                                                      |  |                            |         |                   |   |        
|Non-Interest Bearing                                                                           |  | $                          | 18,913  |                   | $ | 19,164 
|Interest Bearing                                                                               |  |                            | 171,354 |                   |   | 168,099
|                                                                                               |  |                            |         |                   |   |        
|Total Deposits                                                                                 |  |                            | 190,267 |                   |   | 187,263
|Short-Term Borrowings                                                                          |  |                            | 7,989   |                   |   | 4,788  
|Long-Term Borrowings                                                                           |  |                            | 16,000  |                   |   | 8,000  
|Trust Capital Securities                                                                       |  |                            |        |                   |   | 5,000  
|Junior Subordinated Debt                                                                       |  |                            | 5,155   |                   |   |       
|Other Liabilities                                                                              |  |                            | 1,426   |                   |   | 1,525  
|                                                                                               |  |                            |         |                   |   |        
|TOTAL LIABILITIES                                                                              |  |                            | 220,837 |                   |   | 206,576
|                                                                                               |  |                            |         |                   |   |        
|SHAREHOLDERS EQUITY                                                                           |  |                            |         |                   |   |        
|Preferred stock, without par value; 10,000,000 shares authorized and unissued                  |  |                            |        |                   |   |       
|Common stock, $ 5 par value; 10,000,000 shares authorized; 700,000 shares issued & outstanding |  |                            | 3,500   |                   |   | 3,500  
|Capital in Excess of Par Value                                                                 |  |                            | 245     |                   |   | 245    
|Retained Earnings                                                                              |  |                            | 12,206  |                   |   | 11,834 
|Accumulated Other Comprehensive Income                                                         |  |                            | 559     |                   |   | 348    
|                                                                                               |  |                            |         |                   |   |        
|TOTAL SHAREHOLDERS EQUITY                                                                     |  |                            | 16,510  |                   |   | 15,927 
|                                                                                               |  |                            |         |                   |   |        
|TOTAL LIABILITIES & SHAREHOLDERS EQUITY                                                       |  | $                          | 237,347 |                   | $ | 222,503
|                                                                                               |  |                            |         |                   |   |        



2



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PART I  FINANCIAL INFORMATION, CONTINUED

Item 1. Financial Statements, continued



FIRST COMMUNITY FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

(Dollars In Thousands
Except Per Share Data)



|                                                    |  |                             |       |      |   |      
|--------------------------------------------------- |  | --------------------------- | ----- | ---- | - | -----
|                                                    |  | Three Months EndedMarch 31,
|                                                    |  | 2004                        |       | 2003
|INTEREST INCOME                                     |  |                             |       |      |   |      
|Interest & Fees on Loans                            |  | $                           | 2,391 |      | $ | 2,325
|Interest on Taxable Securities                      |  |                             | 447   |      |   | 446  
|Interest on Tax-Exempt Securities                   |  |                             | 173   |      |   | 161  
|Other Interest & Dividends                          |  |                             | 8     |      |   | 26   
|                                                    |  |                             |       |      |   |      
|TOTAL INTEREST INCOME                               |  |                             | 3,019 |      |   | 2,958
|                                                    |  |                             |       |      |   |      
|INTEREST EXPENSE                                    |  |                             |       |      |   |      
|Interest on Deposits                                |  |                             | 1,131 |      |   | 1,179
|Interest on Short Term Borrowings                   |  |                             | 19    |      |   | 7    
|Interest on Long Term Borrowings                    |  |                             | 139   |      |   | 118  
|                                                    |  |                             |       |      |   |      
|TOTAL INTEREST EXPENSE                              |  |                             | 1,289 |      |   | 1,304
|                                                    |  |                             |       |      |   |      
|NET INTEREST INCOME                                 |  |                             | 1,730 |      |   | 1,654
|Provision for Loan Losses                           |  |                             | 31    |      |   | 30   
|                                                    |  |                             |       |      |   |      
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES |  |                             | 1,699 |      |   | 1,624
|NON-INTEREST INCOME                                 |  |                             |       |      |   |      
|                                                    |  |                            
|Service Charges on Deposits                         |  |                             | 113   |      |   | 112  
|Fiduciary Activities                                |  |                             | 55    |      |   | 45   
|Earnings on Investment in Life Insurance            |  |                             | 48    |      |   | 52   
|ATM Card Fees                                       |  |                             | 42    |      |   | 39   
|Net Realized Gains on Sales of Securities           |  |                             | 47    |      |   | 2    
|Other Income                                        |  |                             | 66    |      |   | 48   
|                                                    |  |                             |       |      |   |      
|TOTAL OTHER INCOME                                  |  |                             | 371   |      |   | 298  
|                                                    |  |                             |       |      |   |      
|NON-INTEREST EXPENSES                               |  |                             |       |      |   |      
|Employee Compensation & Benefits                    |  |                             | 733   |      |   | 681  
|Net Occupancy & Equipment                           |  |                             | 238   |      |   | 229  
|ATM Expense                                         |  |                             | 57    |      |   | 46   
|Professional & Regulatory Fees                      |  |                             | 69    |      |   | 26   
|Director & Advisory Boards Compensation             |  |                             | 54    |      |   | 55   
|Supplies & Postage                                  |  |                             | 53    |      |   | 56   
|Other Non-Interest Expense                          |  |                             | 228   |      |   | 208  
|                                                    |  |                             |       |      |   |      
|TOTAL NON-INTEREST EXPENSES                         |  |                             | 1,432 |      |   | 1,301
|                                                    |  |                             |       |      |   |      
|Income Before Income Taxes                          |  |                             | 638   |      |   | 621  
|Applicable income taxes                             |  |                             | 147   |      |   | 144  
|                                                    |  |                             |       |      |   |      
|NET INCOME                                          |  | $                           | 491   |      | $ | 477  
|                                                    |  |                             |       |      |   |      
|Basic Earnings Per Share                            |  | $                           | 0.70  |      | $ | 0.68 
|                                                    |  |                             |       |      |   |      



3



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PART I  FINANCIAL INFORMATION, CONTINUED

Item 1. Financial Statements, continued



FIRST COMMUNITY FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

For the Three Months Ended March 31, 2003

(Unaudited)

(Dollars In Thousands, Except Per Share Data)



|                                                                              |  |              |       |                                |   |                   |  |   |                                        |   |  |       |     |   |  |   |        |  
|----------------------------------------------------------------------------- |  | ------------ | ----- | ------------------------------ | - | ----------------- |  | - | -------------------------------------- | - |  | ----- | --- | - |  | - | ------ | -
|                                                                              |  | Common Stock |       | Capital In Excess of Par Value |   | Retained Earnings |  |   | Accumulated Other Comprehensive Income |   |  | Total |    
|Balance December 31, 2002                                                     |  | $            | 3,500 |                                | $ | 245               |  | $ | 10,207                                 |   |  | $     | 741 |   |  | $ | 14,693 |  
|Comprehensive income:                                                         |  |              |       |                                |   |                   |  |   |                                        |   |  |       |     |   |  |   |        |  
|Net Income                                                                    |  |              |       |                                |   |                   |  |   | 477                                    |   |  |       |     |   |  |   | 477    |  
|Net change in unrealized gains on securities available for sale, net of taxes |  |              |       |                                |   |                   |  |   |                                        |   |  |       | (17 | ) |  |   | (17    | )
|                                                                              |  |              |       |                                |   |                   |  |   |                                        |   |  |       |     |   |  |   |        |  
|Total comprehensive income                                                    |  |              |       |                                |   |                   |  |   |                                        |   |  |       |     |   |  |   | 460    |  
|Cash dividends, $.155 per share                                               |  |              |       |                                |   |                   |  |   | (109                                   | ) |  |       |     |   |  |   | (109   | )
|                                                                              |  |              |       |                                |   |                   |  |   |                                        |   |  |       |     |   |  |   |        |  
|Balance March 31, 2003                                                        |  | $            | 3,500 |                                | $ | 245               |  | $ | 10,575                                 |   |  | $     | 724 |   |  | $ | 15,044 |  
|                                                                              |  |              |       |                                |   |                   |  |   |                                        |   |  |       |     |   |  |   |        |  



FIRST COMMUNITY
FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY

For the Three Months Ended March 31, 2004

(Unaudited)

(Dollars In Thousands, Except Per Share Data)



|                                                                              |  |              |       |                               |   |                   |  |   |                                        |   |       |   |     |  |   |        |  
|----------------------------------------------------------------------------- |  | ------------ | ----- | ----------------------------- | - | ----------------- |  | - | -------------------------------------- | - | ----- | - | --- |  | - | ------ | -
|                                                                              |  | Common Stock |       | Capital In Excessof Par Value |   | Retained Earnings |  |   | Accumulated Other Comprehensive Income |   | Total |  
|Balance December 31, 2003                                                     |  | $            | 3,500 |                               | $ | 245               |  | $ | 11,834                                 |   |       | $ | 348 |  | $ | 15,927 |  
|Comprehensive income:                                                         |  |              |       |                               |   |                   |  |   |                                        |   |       |   |     |  |   |        |  
|Net Income                                                                    |  |              |       |                               |   |                   |  |   | 491                                    |   |       |   |     |  |   | 491    |  
|Net change in unrealized gains on securities available for sale, net of taxes |  |              |       |                               |   |                   |  |   |                                        |   |       |   | 211 |  |   | 211    |  
|                                                                              |  |              |       |                               |   |                   |  |   |                                        |   |       |   |     |  |   |        |  
|Total comprehensive income                                                    |  |              |       |                               |   |                   |  |   |                                        |   |       |   |     |  |   | 702    |  
|Cash dividends, $.17 per share                                                |  |              |       |                               |   |                   |  |   | (119                                   | ) |       |   |     |  |   | (119   | )
|                                                                              |  |              |       |                               |   |                   |  |   |                                        |   |       |   |     |  |   |        |  
|Balance March 31, 2004                                                        |  | $            | 3,500 |                               | $ | 245               |  | $ | 12,206                                 |   |       | $ | 559 |  | $ | 16,510 |  
|                                                                              |  |              |       |                               |   |                   |  |   |                                        |   |       |   |     |  |   |        |  



4



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PART I  FINANCIAL INFORMATION, CONTINUED

Item 1. Financial Statements, continued



FIRST COMMUNITY FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars In Thousands)



|                                                                                  |  |                              |         |   |      |   |        |  
|--------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---- | - | ------ | -
|                                                                                  |  | Three Months Ended March 31, |        
|                                                                                  |  | 2004                         |         |   | 2003 |  
|CASH FLOWS FROM OPERATING ACTIVITIES                                              |  |                              |         |   |      |   |        |  
|Net income                                                                        |  | $                            | 491     |   |      | $ | 477    |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                              |         |   |      |   |        |  
|Provision for loan losses                                                         |  |                              | 31      |   |      |   | 30     |  
|Depreciation and amortization                                                     |  |                              | 134     |   |      |   | 143    |  
|Net amortization of securities premium                                            |  |                              | 105     |   |      |   | 75     |  
|Net realized gains on sales of securities                                         |  |                              | (47     | ) |      |   | (2     | )
|Earnings on life insurance                                                        |  |                              | (48     | ) |      |   | (52    | )
|Decrease in other assets                                                          |  |                              | 44      |   |      |   | (233   | )
|Decrease in other liabilities                                                     |  |                              | (212    | ) |      |   | (95    | )
|                                                                                  |  |                              |         |   |      |   |        |  
|Net cash provided by operating activities                                         |  |                              | 498     |   |      |   | 343    |  
|                                                                                  |  |                             
|CASH FLOWS FROM INVESTING ACTIVITIES                                              |  |                              |         |   |      |   |        |  
|Securities held to maturity:                                                      |  |                              |         |   |      |   |        |  
|Maturities, calls and principal repayments                                        |  |                              | 220     |   |      |   | 1,782  |  
|Purchases                                                                         |  |                              | (1,179  | ) |      |   | (1,399 | )
|Proceeds from sales                                                               |  |                              | 388     |   |      |   |       |  
|Securities available for sale:                                                    |  |                              |         |   |      |   |        |  
|Maturities, calls and principal repayments                                        |  |                              | 3,117   |   |      |   | 3,887  |  
|Purchases                                                                         |  |                              | (13,204 | ) |      |   | (3,036 | )
|Proceeds from sales                                                               |  |                              | 3,823   |   |      |   | 246    |  
|Net increase in loans receivable                                                  |  |                              | (6,619  | ) |      |   | (3,611 | )
|Net increase in Federal Home Loan Bank stock                                      |  |                              | (791    | ) |      |   |       |  
|Purchases of premises and equipment                                               |  |                              | (469    | ) |      |   | (99    | )
|Proceeds from sale of foreclosed real estate                                      |  |                              |        |   |      |   | 50     |  
|                                                                                  |  |                              |         |   |      |   |        |  
|Net cash used in investing activities                                             |  |                              | (14,714 | ) |      |   | (2,180 | )
|CASH FLOWS FROM FINANCING ACTIVITIES                                              |  |                              |         |   |      |   |        |  
|Net increase in non-interest bearing demand and savings deposits                  |  |                              | (251    | ) |      |   | 2,606  |  
|Net increase in time deposits                                                     |  |                              | 3,255   |   |      |   | 1,637  |  
|Net increase (decrease) in short-term borrowings                                  |  |                              | 3,201   |   |      |   | (606   | )
|Proceeds from long-term borrowings                                                |  |                              | 8,000   |   |      |   |       |  
|Dividends paid                                                                    |  |                              | (119    | ) |      |   | (109   | )
|                                                                                  |  |                              |         |   |      |   |        |  
|Net cash provided by financing activities                                         |  |                              | 14,086  |   |      |   | 3,528  |  
|                                                                                  |  |                              |         |   |      |   |        |  
|Net increase (decrease) in cash and cash equivalents                              |  |                              | (130    | ) |      |   | 1,691  |  
|                                                                                  |  |                             
|Cash and cash equivalents:                                                        |  |                              |         |   |      |   |        |  
|Beginning of year                                                                 |  |                              | 5,342   |   |      |   | 7,702  |  
|                                                                                  |  |                              |         |   |      |   |        |  
|End of period                                                                     |  | $                            | 5,212   |   |      | $ | 9,393  |  
|                                                                                  |  |                              |         |   |      |   |        |  
|SUPPLEMENTAL DISCLOSURES:                                                         |  |                              |         |   |      |   |        |  
|Cash payments for interest                                                        |  | $                            | 1,864   |   |      | $ | 1,325  |  
|                                                                                  |  |                              |         |   |      |   |        |  
|Cash payments for income taxes                                                    |  | $                            | 51      |   |      | $ | 35     |  
|NON CASH INVESTING:                                                               |  |                              |         |   |      |   |        |  
|Transfer of loans to foreclosed real estate                                       |  | $                            | 1,032   |   |      | $ |       |  
|                                                                                  |  |                              |         |   |      |   |        |  



5



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PART I  FINANCIAL INFORMATION, CONTINUED

Item 1. Financial Statements, continued



FIRST COMMUNITY FINANCIAL CORPORATION

NOTES TO FINANCIAL STATEMENTS

(Unaudited)



March 31, 2004



Note A  Basis
of Presentation



The consolidated financial statements include the
accounts of First Community Financial Corporation (the Corporation) and its wholly-owned subsidiary, The First National Bank of Mifflintown (the Bank). All material inter-company transactions have been eliminated. First
Community Financial Corporation was organized on November 13, 1984 and is subject to regulation by the Board of Governors of the Federal Reserve System.



The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial
information and are presented in accordance with the instructions to Form 10-Q and Rule 10-01 of the Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the
three months ended March 31, 2004, are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.



The consolidated financial statements presented in this report should be read in conjunction with the audited financial statements and the accompanying notes for the year
ended December 31, 2003, included in the Corporations Form 10-KSB filed with the Securities and Exchange Commission on March 15, 2004.



Note B  Accounting Policies



The accounting policies of the Corporation as applied in the interim financial statements presented, are substantially the same as those followed on an annual basis as
presented in the Corporations Form 10-KSB.



6



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Note C  Comprehensive Income



The only comprehensive income item that the Corporation presently has is unrealized gains (losses) on securities available for sale. The
components of the change in unrealized gains (losses) are as follows:



|                                                            |  |                             |      |   |      |   |     |  
|----------------------------------------------------------- |  | --------------------------- | ---- | - | ---- | - | --- | -
|                                                            |  | Three Months EndedMarch 31, |     
|                                                            |  | 2004                        |      |   | 2003 |  
|Unrealized holding gains (losses) arising during the period |  | $                           | 365  |   |      | $ | (24 | )
|Reclassification of gains realized in net income            |  |                             | (41  | ) |      |   | (2  | )
|                                                            |  |                             |      |   |      |   |     |  
|                                                            |  |                             | 324  |   |      |   | (26 | )
|Deferred income tax effect                                  |  |                             | (113 | ) |      |   | 9   |  
|                                                            |  |                             |      |   |      |   |     |  
|Change in accumulated other comprehensive income            |  | $                           | 211  |   |      | $ | (17 | )
|                                                            |  |                             |      |   |      |   |     |  



Note D  Earnings Per Share



The Corporation has a simple capital structure. Basic earnings per share
represents net income divided by the weighted average number of common shares outstanding during the period. The weighted average number of common shares outstanding was 700,000 in 2004 and 2003.



Note E  Guarantees



The Corporation does not issue any guarantees that would require liability recognition or
disclosure, other than its standby letters of credit. Standby letters of credit written are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Generally, all letters of credit, when issued have
expiration dates within one year. The credit risk involved in issuing letters of credit is essentially the same as those that are involved in extending loan facilities to customers. The Corporation, generally, holds collateral and/or personal
guarantees supporting these commitments. The Corporation had $136,000 of standby letters of credit as of March 31, 2004. Management believes that the proceeds obtained through a liquidation of collateral and the enforcement of guarantees would be
sufficient to cover the potential amount of future payment required under the corresponding guarantees. The current amount of the liability as of March 31, 2004 for guarantees under standby letters of credit issued is not material.



7



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Note F  New Accounting Standards



In January 2003, the Financial Accounting Standards Board issued FASB Interpretation No. 46, Consolidation of Variable Interest
Entities, an Interpretation of ARB No. 51 which was revised in December 2003. This Interpretation provides guidance for the consolidation of variable interest entities (VIEs). First Community Financial Capital Trust I qualifies as a variable
interest entity under FIN 46. First Community Financial Capital Trust issued mandatorily redeemable preferred securities (Trust Preferred Securities) to third- party investors and loaned the proceeds to the Corporation. First Community Financial
Capital Trust I holds, as it sole asset, subordinated debentures issued by the Corporation.



FIN 46 required the Corporation to deconsolidate First Community Financial Capital Trust I from the consolidated financial statements as of March 31, 2004. There has been no restatement of prior periods. The impact of
this deconsolidation was to increase junior subordinated debentures by $5,155,000 and reduce the Trust Capital Securities line item by $5,000,000, which had represented the trust preferred securities of the trust. The Corporations equity
interest in the trust subsidiary of $155,000, which had previously been eliminated in consolidation, is now reported in Other assets as of March 31, 2004. For regulatory reporting purposes, the Federal Reserve Board has indicated that
the preferred securities will continue to qualify as Tier 1 Capital subject to previously specified limitations, until further notice. If regulators make a determination that Trust Preferred Securities can no longer be considered in regulatory
capital, the securities become callable and the Corporation may redeem them. The adoption of FIN 46 did not have an impact on the Corporations results of operations or liquidity.



Item 2- Managements Discussion and Analysis of Financial Condition and Results of Operations



Forward-Looking Statements



Except for historical information, this report may be deemed to contain
forward-looking statements regarding the Corporation. Examples of forward-looking statements include, but are not limited to, (a) projections or statements regarding future earnings, expenses, net interest income, other income, earnings
or loss per share, asset mix and quality, growth prospects, capital structure and other financial terms, (b) statements of plans and objectives of management or the board of directors, and (c) statements of assumptions, such as economic



8



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conditions in the Corporations market areas. Such forward-looking statements can be identified by the use of
forward-looking terminology such as believes, expects, may, intends, will, should, anticipates, or the negative of any of the foregoing or other variations thereon
or comparable terminology, or by discussion of strategy.



No assurance can be
given that the future results covered by forward-looking statements will be achieved. Such statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from future results expressed or
implied by such forward-looking statements. Important factors that could impact the Corporations operating results include, but are not limited to, (i) the effects of changing economic conditions in the Corporations market areas and
nationally, (ii) credit risks of commercial, real estate, consumer and other lending activities, (iii) significant changes in interest rates, (iv) changes in federal and state banking laws and regulations which could impact the Corporations
operations, (v) funding costs, and (iv) other external developments which could materially affect the Corporations business and operations.



Critical Accounting Policies



The consolidated financial statements include the Corporation and its wholly-owned subsidiary, The First National Bank of Mifflintown (the Bank). All significant
intercompany accounts and transactions have been eliminated.



The consolidated
financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require the Corporation to make estimates and assumptions (see footnote 1 to the financial statements). The
Corporation believes that of its significant accounting policies, the allowance for loan losses may involve a higher degree of judgment and complexity.



The allowance for loan losses is established through a charge to the provision for loan losses. In determining the balance in the allowance for loan losses, consideration
is given to a variety of factors in establishing this estimate. In estimating the allowance for loan losses, management considers current economic conditions, diversification of the loan portfolio, delinquency statistics, results of internal loan
reviews, borrowers perceived financial and managerial strengths, the adequacy of the underlying collateral, if collateral dependent, or present value of future cash flows and other relevant factors. The use of different estimates or
assumptions could produce different provisions for loan losses. Additional information is provided in the discussion below about the provision for loan losses under Results of Operations.



Financial Condition



Total assets of the Corporation increased $14,844,000 or 6.7% during the first three months of 2004. Net loans increased $5,556,000 or 3.9%
and securities increased by $7,101,000 or 11.4% from December 31, 2003 to March 31, 2004, which were partially offset by a decline in cash and cash equivalents of $130,000. The increase in loans was primarily in commercial mortgages.



9



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Total deposits increased by $3,004,000 or 1.6% since year-end 2003. Short-term borrowings increased by $3,201,000 or
66.9% and long-term borrowings increased by $8,000,000 or 100.0% during the same time period. The current rate environment contributed to the growth in deposits, along with the Corporations expansion and business development.



Results of Operations



Net income for the three month period ending March 31, 2004 was $491,000 or $0.70 per share compared to $477,000 or $0.68 per share for the
same period in 2003. This reflects a 2.9% increase in net income for the first three months of 2004 compared to 2003. Annualized return on average equity was 12.14% for the first three months of 2004 and 12.89% for the same period in 2003.
Annualized return on average assets was 0.85% for the first three months of 2004 and 0.96% for the same period in 2003.



Income before income taxes increased $17,000 during the first three months of 2004 compared to the same time period in 2003. This increase includes gains on sales of
securities of $47,000. Gains on sales of securities included $6,000 of gains on securities classified as held to maturity, which were mortgage-backed with less than 15% of par value remaining at the time of sale.



Net interest income for the first three months of 2004 increased by $76,000 or 4.6% compared
to the same period in 2003. This increase is primarily a result of increased volume of interest earning assets. For the first three months of 2004, the net interest margin on a fully tax equivalent (FTE) basis was 3.43% compared to 3.81% for the
same period in 2003. The FTE basis is calculated by grossing up the yield on tax-exempt securities and loans by the federal tax rate of 34%, in order that the yield on tax-exempt assets may be comparable to interest earned on taxable assets. The
primary driver of the decrease in the net interest margin was the decline in the yield on earning assets of 0.80% from 6.65% in 2003 to 5.85% in 2004. This was partially offset by a decrease in the cost of funds of 0.42% from 2.84% to 2.42% during
the same time period.



The Corporation recorded a $31,000 provision for loan
losses for the first three months of 2004 compared to $30,000 for the first three months of 2003. As a percentage of loans, the allowance for loan losses was 0.84% at March 31, 2004, compared to 0.85% at year-end 2003 and 0.87% at March 31, 2003.
Provisions for loan losses are charged to income to bring the allowance for loan losses to a level deemed appropriate by management. Management determines the adequacy of the allowance based on on-going quarterly assessments of the loan portfolio,
including such factors as: changes in the nature and volume of the portfolio, effects of concentrations



10



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of credit, current and projected economic and business conditions, regulatory and consultant recommendations, repayment
patterns on loans, borrowers financial condition, current charge-offs, trends in volume and severity of past due loans and classified loans, potential problem loans and supporting collateral. Management believes the allowance is presently
adequate to cover the inherent risks associated with the Corporations loan portfolio.



Non-interest income in the first three months of 2004 increased by $73,000 or 24.5% compared to the same period in 2003. Gains on sales of securities increased by $45,000 compared to the first three months of 2003.
Income from fiduciary activities increased by $10,000, primarily from an increase in assets under management.



Total non-interest expense increased in the first three months of 2004 by $131,000 compared to the first three months of 2003. Employee compensation and benefits increased by $52,000 or 7.6% compared to the same
period in 2003. Several factors contributed to this increase including payroll increases as a result of normal merit increases, additions to staff, and increases in medical insurance. Additional increases in employee compensation and benefits are
anticipated as the Corporation continues to grow in size and number of locations. Also, professional fees increased by $43,000 due to continued audit and legal expenses related to regulatory compliance as well as additional legal expenses related to
efforts to collect two commercial loans and related litigation. Net occupancy and equipment expense increased $9,000 and ATM expense increased $11,000. As the Corporation continues to add new offices and services, additional operating costs will be
generated. Over time it is anticipated these costs will be offset by the additional income generated through the expansion of services to our customers and community and new business development.



Income tax expense was $147,000 for the three month time period ending March 31, 2004
compared to $144,000 for the same time period in 2003. Income tax expense as a percentage of income before income taxes was 23.0% for the period compared to 23.2% for 2003. The decrease in the Corporations effective tax rate below the
statutory rate of 34.0% is a result of tax-exempt income on loans, securities and bank-owned life insurance.



Liquidity



Liquidity represents the
Corporations ability to efficiently manage cash flows to support customers loan demand, withdrawals by depositors, the payment of operating expenses, as well as the ability to take advantage of business and investment opportunities as
they arise. One of the Corporations sources of liquidity is $190,267,000 in deposits at March 31, 2004, which increased $3,004,000 over total deposits of $187,263,000 at year-end 2003. Other sources of liquidity at March 31, 2004 are available
from the following: (1) investments in interest-bearing deposits with banks and federal funds sold, which totaled $470,000, (2) securities maturing in one year or less, which totaled $1,777,000, and (3) investments in mortgage-backed securities,
which supply income and principal cash flow streams on an ongoing basis. In addition, the Corporation has established



11



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federal funds lines of credit with Atlantic Central Bankers Bank and with the Federal Home Loan Bank of Pittsburgh, which
can be drawn upon if needed as a source of liquidity. Management is of the opinion that the Corporations liquidity is sufficient to meet its anticipated needs.



Capital Resources



Total shareholders equity was $16,510,000 as of March 31, 2004, representing a $583,000 increase from December 31, 2003. The growth in capital was a result of net
earnings retention of $372,000 and an increase in accumulated other comprehensive income of $211,000. The other comprehensive gain is due to the change in value of the Corporations available for sale securities.



At March 31, 2004, the Corporation had a leverage ratio of 8.97%, a Tier I capital to
risk-based assets ratio of 15.97% and a total capital to risk-based assets ratio of 17.17%. These ratios indicate the Corporation exceeds the federal regulatory minimum requirements for a well capitalized bank. The Banks ratios are
not materially different than those of the Corporation. As disclosed in Note F to the Financial Statements these ratios will be adversely affected if the Federal Reserve Board changes its current position on the treatment of trust preferred
securities as Tier 1 Capital.



Item 3. Quantitative and Qualitative
Disclosure about Market



There are no material changes in the
Corporations interest rate risk exposure since December 31, 2003. Please refer to the Annual Report on Form 10-KSB of First Community Financial Corporation, filed with the Securities and Exchange Commission on March 15, 2004.



Item 4. Controls and Procedures



We maintain a system of controls and procedures designed to provide reasonable assurance as
to the reliability of the financial statements and other disclosures included in this report, as well as to safeguard assets from unauthorized use or disposition. The Corporations Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2004. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective in
timely alerting them to information required to be included in our periodic Securities and Exchange Commission filings. There was no significant change in our internal control over financial reporting that occurred during the quarter ended March 31,
2004, that materially affected or is reasonably likely to materially affect, the Corporations internal control over financial reporting



12



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PART II  OTHER INFORMATION



Item 1. Legal Proceedings



Not Applicable



Item 2. Changes in Securities and Use of Proceeds and Issuer Purchases of Equity Securities



Not Applicable



Item 3. Defaults Upon Senior Securities



Not Applicable



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



Not Applicable



Item 5. Other Information



Not Applicable



Item 6. Exhibits and Reports on Form 8-K



|(a) | Exhibits
|--- | --------



|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Title                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 
|3.1     |  | Articles of Incorporation of the Corporation. (Incorporated by reference to Exhibit 2(a) to the Corporations December 31, 2001 Registration Statement on Form 10-SB, as filed with the
Securities and Exchange Commission on April 17, 2002.)                                                                                                                                                                                                                                                 
|        | 
|3.2     |  | Bylaws of the Corporation. (Incorporated by reference to Exhibit 2(b) to the Corporations Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on
April 17, 2002.)                                                                                                                                                                                                                                                                                      
|        | 
|4.1     |  | Certain instruments defining the rights of the holders of long-term debt of the Corporation and certain of its Subsidiaries, none of which authorize a total amount of indebtedness in excess of
10% of the total assets of the Corporation and its Subsidiaries on a consolidated basis, have not been filed as Exhibits in accordance with Item 601(b)(4)(iii) of Regulation S-K. The Corporation hereby agrees to furnish a copy of any of these
instruments to the Commission upon request.
|        | 
|10.1    |  | Lease Agreement  Delaware Branch Office (Incorporated by reference to Exhibit 6(b)(1) to the Corporations Registration Statement on Form 10-SB, as filed with the Securities and
Exchange Commission on April 17, 2002.)                                                                                                                                                                                                                                                                     
|        | 
|10.2    |  | Lease Agreement  East Waterford Branch Office (Incorporated by reference to Exhibit 6(b)(2) to the Corporations Registration Statement on Form 10-SB, as filed with the Securities and
Exchange Commission on April 17, 2002.)                                                                                                                                                                                                                                                               
|        | 
|10.3    |  | Lease Agreement  Shermans Dale Branch Office (Incorporated by reference to Exhibit 6(b)(3) to the Corporations Registration Statement on Form 10-SB, as filed with the Securities and
Exchange Commission on April 17, 2002.)                                                                                                                                                                                                                                                                
|        | 
|10.4    |  | Salary Continuation Agreement dated August 19,1997 between James McLaughlin and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (1) to the Corporations
Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)                                                                                                                                                                                      



13



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|      |  |                                                                                                                                                                                                                                                                                                                   
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.5  |  | Salary Continuation Agreement dated September 22,1997 between Leona Shellenberger and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (2) to the
Corporations Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)   
|      | 
|10.6  |  | Salary Continuation Agreement dated August 28,1997 between Jody Graybill and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (3) to the Corporations
Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)            
|      | 
|10.7  |  | Salary Continuation Agreement dated September 18,1997 between Timothy Stayer and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (4) to the Corporations
Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)        
|      | 
|10.8  |  | Salary Continuation Agreement dated April 10,2000 between Marcie A. Barber and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (5) to the Corporations
Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)          
|      | 
|10.9  |  | Salary Continuation Agreement dated November 5,2001 between Richard R. Leitzel and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (6) to the Corporations
Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)      
|      | 
|10.10 |  | Officer Group Term Replacement Plan (Incorporated by reference to Exhibit 6(c) (7) to the Corporations Registration Statement on Form 10-SB, as filed with the Securities and Exchange
Commission on April 17, 2002.)                                                                                            
|      | 
|10.11 |  | Director Deferred Fee Agreement dated September 29,1997 between James McLaughlin and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (8) to the
Corporations Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)    
|      | 
|10.12 |  | Director Deferred Fee Agreement dated September 29,1997 between Joseph Barnes and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (9) to the Corporations
Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)       
|      | 
|10.13 |  | Director Deferred Fee Agreement dated September 30,1997 between Roger Shallenberger and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (10) to the
Corporations Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)
|      | 
|10.14 |  | Director Deferred Fee Agreement dated April 9,2002 between Nancy S. Bratton and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (11) to the Corporations
Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)        
|      | 
|10.15 |  | Director Deferred Fee Agreement dated April 9,2002 between John P. Henry and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (12) to the Corporations
Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)           



14



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|      |  |                                                                                                                                                                                                                                                                                                                                 
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.16 |  | Director Deferred Fee Agreement dated April 9,2002 between Samuel G. Kint and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (13) to the Corporations
Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)                        
|      | 
|10.17 |  | Director Revenue Neutral Retirement Agreement dated September 29,1997 between James McLaughlin and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (14) to
the Corporations Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)   
|      | 
|10.18 |  | Director Revenue Neutral Retirement Agreement dated September 30,1997 between John H. Sheaffer and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (15) to
the Corporations Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)   
|      | 
|10.19 |  | Director Revenue Neutral Retirement Agreement dated September 29,1997 between Donald Adams and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (16) to the
Corporations Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)       
|      | 
|10.20 |  | Director Revenue Neutral Retirement Agreement dated September 29,1997 between Joseph Barnes and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (17) to the
Corporations Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)      
|      | 
|10.21 |  | Director Revenue Neutral Retirement Agreement dated September 29,1997 between Samuel F. Metz and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (18) to the
Corporations Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)     
|      | 
|10.22 |  | Director Revenue Neutral Retirement Agreement dated September 30,1997 between Clair E. McMillen and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (19) to
the Corporations Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)  
|      | 
|10.23 |  | Director Revenue Neutral Retirement Agreement dated September 29,1997 between Roger Shallenberger and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (20) to
the Corporations Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)
|      | 
|10.24 |  | Director Revenue Neutral Retirement Agreement dated September 29,1997 between John Tetweiler and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (21) to the
Corporations Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)     
|      | 
|10.25 |  | Director Revenue Neutral Retirement Agreement dated September 29,1997 between Richard Weible and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (22) to the
Corporations Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)     



15



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|      |  |                                                                                                                                                                                                                                                                                                                           
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.26 |  | Director Revenue Neutral Retirement Agreement dated March 31,1998 between Lowell M. Shearer and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (23) to the
Corporations Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.)
|      | 
|10.27 |  | Director Revenue Neutral Retirement Agreement dated March 24,1998 between Charles C. Saner and The First National Bank of Mifflintown (Incorporated by reference to Exhibit 6(c) (24) to the
Corporations Registration Statement on Form 10-SB, as filed with the Securities and Exchange Commission on April 17, 2002.) 
|      | 
|31.1  |  | Certification of Chief Executive Officer of First Community Financial Corporation Pursuant to Securities and Exchange Commission Rule 13a-14(a) / 15d-14(a).                                                                                                                                                              
|      | 
|31.2  |  | Certification of Chief Financial Officer of First Community Financial Corporation Pursuant to Securities and Exchange Commission Rule 13a-14(a) / 15d-14(a).                                                                                                                                                              
|      | 
|32.1  |  | Certification of Chief Executive Officer of First Community Financial Corporation Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                              
|      | 
|32.2  |  | Certification of Chief Financial Officer of First Community Financial Corporation Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                              



(b) Reports on Form 8-K



On January 21, 2004, the Corporation filed a Form 8-K with the Securities and Exchange
Commission to report under Item 5 that Samuel F. Metz, Chairman of the Board of the Corporation and its wholly-owned subsidiary, The First National Bank of Mifflintown, retired as Chairman effective January 13, 2004 and that President and Chief
Executive Officer James R. McLaughlin has succeeded Mr. Metz as Chairman. A copy of the press release concerning the announcement was attached by exhibit.



16



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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.



|                   |  |                                       |  |                        
|------------------ |  | ------------------------------------- |  | -----------------------
|                   |  | FIRST COMMUNITY FINANCIAL CORPORATION
|                   |  | (Registrant)                         
|                   |  |                                      
|Date: May 13, 2004 |  | BY:                                   |  | /s/ James R. McLaughlin
|                   |  |                                       |  | James R. McLaughlin    
|                   |  |                                       |  | President and          
|                   |  |                                       |  | Chief Executive Officer
|                   |  |                                      
|Date: May 13, 2004 |  | BY:                                   |  | /s/ Richard R. Leitzel 
|                   |  |                                       |  | Richard R. Leitzel     
|                   |  |                                       |  | Vice President and     
|                   |  |                                       |  | Chief Financial Officer



17