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 September 30, 1999

                                        or

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

Pioneer American Holding Company,  Corp.  (Exact name of registrant as specified
in its charter) Pennsylvania  23-2319931 (State or other jurisdiction of (I.R.S.
Employer incorporation or organization) Identification No.)

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

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



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. [ X ] Yes [ ] No

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


                       APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common  stock,  as  of  the  latest  practicable  date.  The  number  of  shares
outstanding as of September 30, 1999 2,864,307 shares


<PAGE>




                                    INDEX

                   PIONEER AMERICAN HOLDING COMPANY, CORP.

PART I.   FINANCIAL INFORMATION

   Item 1. Financial Statements (Unaudited)

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

            Consolidated Statements of Operations-Three and Nine
             months ended September 30, 1999 and 1998----------------Page  4

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

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

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

PART II.  OTHER INFORMATION

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

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

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

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

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

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



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

                                        1
<PAGE>


<TABLE>

PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Balance Sheets
                                                                             (Dollars in thousands)
----------------------------------------------------------------------------------------------------------------
                                                                   September 30,                 December 31,
                                                                        1999                         1998
Assets                                                              (Unaudited)
----------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                               <C>
Cash and due from banks                                         $      13,419                       13,977
Federal funds sold                                                      2,425                        7,600

Securities  available  for sale (cost of securities of $119,558 on September 30,
     1999 and $100,057 on December 31, 1998)

     Federal agency mortgage backed obligations                        47,849                       34,127
     Other obligations of Federal agencies                             46,665                       47,537
     Obligations of states and political subdivisions                  14,894                       13,289
     Other securities                                                   6,139                        6,126
----------------------------------------------------------------------------------------------------------------
Total securities available for sale                                   115,547                      101,079
----------------------------------------------------------------------------------------------------------------

Securities held to maturity  (approximate  market  value of $36,750 on September
     30, 1999 and $46,729 on December 31, 1998)

        Federal agency mortgage backed obligations                     29,131                       35,838
        Obligations of states and political subdivisions                8,313                       10,340
----------------------------------------------------------------------------------------------------------------
Total securities held to maturity                                      37,444                       46,178
----------------------------------------------------------------------------------------------------------------

Loans, net of unearned discount and deferred loan fees                240,566                      225,735
Allowance for loan losses                                              (3,000)                      (2,909)
----------------------------------------------------------------------------------------------------------------
Net loans                                                             237,566                      222,826
----------------------------------------------------------------------------------------------------------------

Accrued interest receivable                                             2,974                        2,547
Premises and equipment                                                  6,483                        7,067
Other real estate owned                                                 1,101                        1,449
Other assets                                                            4,333                        1,843
Cost in  excess  of fair  value  of net  assets  acquired  (net  of  accumulated
     amortization of $981 at September 30,
     1999 and $952 at December 31, 1998)                                  562                          591
----------------------------------------------------------------------------------------------------------------

Total assets                                                    $     421,854                      405,157
----------------------------------------------------------------------------------------------------------------

</TABLE>
                                                            2
<PAGE>


<TABLE>

PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Balance Sheets, Continued
                                                                         (Dollars in thousands)
------------------------------------------------------------------------------------------------------------
                                                               September 30,                  December 31,
                                                                   1999                           1998
Liabilities and Stockholders' Equity                            (Unaudited)
------------------------------------------------------------------------------------------------------------
<S>                                                              <C>                               <C>
Deposits:
     Demand - noninterest bearing                               $      48,808                        42,931
     NOW and Super NOW                                                 35,189                        38,462
     Savings                                                           56,361                        56,714
     Money Market                                                      22,655                        22,481
     Time                                                             141,619                       146,772
------------------------------------------------------------------------------------------------------------
Total deposits                                                        304,632                       307,360
------------------------------------------------------------------------------------------------------------

Accrued interest payable                                                2,085                         2,095
Dividends payable                                                         573                           581
Other borrowed money                                                   80,409                        58,357
Other liabilities                                                       2,249                         1,298
------------------------------------------------------------------------------------------------------------

Total liabilities                                                     389,948                       369,691
------------------------------------------------------------------------------------------------------------

Stockholders' equity:
     Common  stock,  $1 par  value  per  share,  25,000,000  shares  authorized;
     2,935,367 shares at September 30, 1999 and 2,904,309 at December 31, 1998
      issued                                                            2,935                         2,904
     Additional paid-in capital                                        11,913                        11,768
     Retained earnings                                                 21,435                        20,120
     Accumulated other comprehensive (loss)income                      (2,647)                          674
     Less:  Treasury stock at cost (71,060 shares)
            on September 30, 1999                                      (1,730)                            0
------------------------------------------------------------------------------------------------------------

Total stockholders' equity                                             31,906                        35,466
------------------------------------------------------------------------------------------------------------





Total liabilities and stockholders' equity                      $     421,854                       405,157
------------------------------------------------------------------------------------------------------------

</TABLE>
                                                            3
<PAGE>


<TABLE>

PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Statement of Operations (Unaudited)
                                                           Three Months Ended                  Nine Months Ended
                                                         (Dollars in thousands)             (Dollars in thousands)
------------------------------------------------------------------------------------------------------------------------
                                                     September 30,    September 30,      September 30,     September 30,
                                                         1999             1998               1999              1998
------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>             <C>                 <C>                 <C>
Interest income:
    Interest and fees on loans                       $    4,908           4,803             14,642            14,277
    Interest on Federal funds sold                           47             162                198               253
    Interest on investments:
              Taxable                                     2,092           1,842              6,167             5,824
              Non-taxable                                   316             270                943               828
------------------------------------------------------------------------------------------------------------------------
Total interest income                                     7,363           7,077             21,950            21,182
------------------------------------------------------------------------------------------------------------------------

Interest expense:
    Interest on deposits                                  2,562           2,721              7,918             8,002
    Interest on Federal funds purchased                       0               0                  0                23
    Interest on other borrowed money                      1,136             881              3,246             2,590
------------------------------------------------------------------------------------------------------------------------
Total interest expense                                    3,698           3,602             11,164            10,615
------------------------------------------------------------------------------------------------------------------------
Net interest income                                       3,665           3,475             10,786            10,567

Provision for loan losses                                    95             150                280               450
------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses       3,570           3,325             10,506            10,117
------------------------------------------------------------------------------------------------------------------------

Other operating income:
    Service charges on deposit accounts                     400             345              1,148               982
    Gain on sale of available for sale securities             0               0                 88               296
    Gain on call of securities held to maturity               0               2                  0                 2
    ATM fees                                                173             156                470               375
    Other income                                            139             150                410               435
------------------------------------------------------------------------------------------------------------------------
Total other operating income                                712             653              2,116             2,090
------------------------------------------------------------------------------------------------------------------------
Other operating expenses:
    Salaries and employee benefits                        1,317           1,319              4,038             3,989
    Net occupancy expense of bank premises                  252             250                806               769
    Furniture and equipment expenses                        242             201                731               563
    Data processing expense                                  55              64                177               188
    Other expenses                                          852             908              2,704             2,621
------------------------------------------------------------------------------------------------------------------------
Total other operating expenses                            2,718           2,742              8,456             8,130
------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                1,564           1,236              4,166             4,077

Income tax expense                                          430             329              1,110             1,109
------------------------------------------------------------------------------------------------------------------------
Net income                                           $    1,134             907              3,056             2,968
------------------------------------------------------------------------------------------------------------------------
Other comprehensive (loss)income net of tax
    Unrealized gain/loss on securities
     Unrealized holding gain/(loss) arising during
           the period                                      (582)            393             (3,263)              450
     Less reclassification adjustment for gains
           included in net income                             0              (1)               (58)             (197)
     Comprehensive (loss)income                             552           1,299               (265)            3,221
------------------------------------------------------------------------------------------------------------------------
Earnings Per Share Data:

Basic                                                $     0.39            0.31               1.05              1.03
Diluted                                                    0.39            0.31               1.04              1.01
------------------------------------------------------------------------------------------------------------------------


</TABLE>
                                                            4
<PAGE>


<TABLE>
PIONEER AMERICAN HOLDING COMPANY, CORP
Consolidated Statements of Cash Flows (Unaudited)                         Nine Months Ended
                                                                        (Dollars in thousands)
--------------------------------------------------------------------------------------------------------
                                                               September 30,               September 30,
                                                                    1999                       1998
--------------------------------------------------------------------------------------------------------
<S>                                                              <C>                          <C>
Cash flows from operating activities:
     Net income                                                 $       3,056                     2,968

     Adjustments to reconcile net income to net
        cash from operating activities:
            Net gain on call of securities                                  0                        (2)
            Net gain on sale of securities available for sale             (88)                     (296)
            Accretion of discount on securities
                and money market investments                             (118)                      (32)
            Amortization of premium on investment
                securities                                                324                       263
            Provision for loan losses                                     280                       450
            Decrease in deferred loan fees                                (59)                      (73)
            Decrease (increase) in accrued interest receivable           (427)                      483
            Depreciation and amortization of premises
                and equipment                                             790                       630
            Loss/(gain) on sale of premises and equipment                   1                        (6)
            Loss on sale of other real estate                              90                       119
            Proceeds from the sale of mortgages
                and PHEAA loans held for sale                           1,299                     4,238
            Net increase in mortgage and PHEAA loans
                held for sale                                          (1,299)                   (4,238)
            Gain on sale of mortgages and PHEAA loans                     (11)                      (43)
            Increase in other assets                                     (778)                   (1,784)
            Amortization of goodwill                                       29                        29
            (Decrease) increase in accrued interest payable               (10)                       16
            Increase in other liabilities                                 951                     1,479
--------------------------------------------------------------------------------------------------------
     Total adjustments to reconcile net income to net cash
        from operating activities                                         974                     1,233
--------------------------------------------------------------------------------------------------------
Net cash from operating activities                                      4,030                     4,201
--------------------------------------------------------------------------------------------------------

Cash flows from investing activities:
     Proceeds from maturities and calls of securities
        held to maturity                                                8,571                    12,584
     Proceeds from maturities and calls of
        securities available for sale                                  15,827                    17,098
     Proceeds from sales of securities available for sale               4,626                    12,012
     Purchases of securities held to maturity                               0                   (25,705)
     Purchases of securities available for sale                       (39,909)                  (17,980)
     Net increase in loans made to customers, excluding
        provision for loan losses and change in
        deferred loan fees                                            (15,297)                  (13,799)
     Acquisition of premises and equipment                               (207)                   (1,390)
     Proceeds from sale of premises and equipment                           0                         7
     Proceeds from sale of other real estate                              605                       246
--------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                 (25,784)                  (16,927)
--------------------------------------------------------------------------------------------------------
</TABLE>
                                                           5
<PAGE>



<TABLE>
PIONEER AMERICAN HOLDING COMPANY, CORP.
Consolidated Statements of Cash Flows, Continued (Unaudited)
                                                                            Nine Months Ended
                                                                          (Dollars in thousands)
------------------------------------------------------------------------------------------------------
                                                                     September 30,       September 30,
                                                                        1999                1998
------------------------------------------------------------------------------------------------------
<S>                                                              <C>                      <C>
Cash flows from financing activities:
     Net increase(decrease) in demand, NOW and Super NOW,
        savings, money market and time deposits.             $        (2,728)                   9,657
     Dividends paid                                                   (1,749)                  (1,646)
     Exercise of stock options                                           176                      337
     Purchase of treasury stock                                       (1,730)                       0
     Federal funds purchased                                               0                   (2,350)
     Addition to other borrowed money                                 25,000                   25,000
     Repayment of other borrowed money                                (2,948)                  (2,765)
------------------------------------------------------------------------------------------------------

Net cash from financing activities                                    16,021                   28,233
------------------------------------------------------------------------------------------------------

Net increase(decrease) in cash and cash equivalents                   (5,733)                  15,507

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

Cash and cash equivalents at end of period                   $        15,844                   30,425
------------------------------------------------------------------------------------------------------

Supplemental Disclosure:
     Cash payments for interest                                       11,174                   10,033
     Cash payments for income taxes                                      989                    1,350
     Transfer of assets from loans
        to other real estate                                             347                      502
     Net unrealized loss (gain) on securities
        available for sale, gross                                      5,033                     (383)
     Tax effect on unrealized loss(gain)
        on securities available for sale                               1,712                     (130)
------------------------------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
</TABLE>

















                                                            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 nine months ended  September
30, 1999 are not necessarily  indicative of the results that may be expected for
the year ended  December  31,  1999.  All  material  intercompany  balances  and
transactions  between the Company and its subsidiary  have been  eliminated.  In
preparing the financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities as of the
date of the balance  sheet and  revenues  and  expenses  for the period.  Actual
results could differ  significantly  from those estimates.  Certain prior period
numbers were reclassified to conform with current year presentation.

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

    (2)  Securities Portfolio

Securities  available  for sale at September  30, 1999 and December 31, 1998 are
summarized as follows: (000's)

<TABLE>
                                                                September 30,                      December 31,
                                                                   1999                                1998
                                                          Cost        Market Value              Cost        Market Value
                                                    ----------------------------------------------------------------------
<S>                                                    <C>            <C>                      <C>            <C>
Federal agency mortgage backed
     obligations                                    $     50,049            47,849             33,907            34,127
Other obligations of Federal agencies                     47,985            46,665             47,207            47,537
Obligations of State and Political subdivisions           15,385            14,894             12,817            13,289
Other securities                                          6,139              6,139              6,126             6,126
                                                    ----------------------------------------------------------------------

Securities available for sale:                      $    119,558           115,547            100,057           101,079
                                                    ----------------------------------------------------------------------
</TABLE>

The adjustment in stockholders' equity for the unrealized loss of the securities
available for sale at September 30, 1999, net of tax, was $(2,647,000). Included
in net deferred tax assets is $1,364,000 for this same unrealized loss.

Securities  held to maturity at  September  30, 1999 and  December  31, 1998 are
summarized as follows: (000's)

<TABLE>
                                                                September 30,                      December 31,
                                                                    1999                              1998
                                                          Cost        Market Value           Cost        Market Value
                                                    ----------------------------------------------------------------------
<S>                                                    <C>            <C>                      <C>            <C>
Federal agency mortgage backed
     obligations                                    $     29,131            28,276             35,838            35,979
Obligations of State and Political subdivisions            8,313             8,474             10,340            10,750
                                                    ----------------------------------------------------------------------

Securities held to maturity:                        $     37,444            36,750             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 September 30, 1999 there were  25,000,000  shares of common
stock at $1 par value  authorized  with  2,935,367  shares  issued and 2,864,307
outstanding.

     At September 30, 1999 the Company had issued and outstanding 45,125 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 of
1999 46,668  options were  exercised,  in the second quarter 275, and during the
third quarter 10,125 of the previously issued options were exercised.

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

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

<TABLE>
                                                              Three Months Ended                Nine Months Ended
                                                                 September 30,                     September 30,
                                                             1999             1998             1999             1998
<S>                                                    <C>                 <C>              <C>             <C>
Numerator:
      Net income                                       $        1,134              907            3,056            2,968
                                                          ============     ============     ============     ============

Denominator:
      Denominator for basic earnings per share -
      weighted average shares                                   2,901            2,901            2,914            2,890

Effect of dilutive securities -
      Employee stock options                                       28               55               28               63
                                                          ------------     ------------     ------------     ------------

Denominator for diluted earnings per share -
      adjusted weighted average shares and
      assumed conversion                                        2,929            2,956            2,942            2,953
                                                          ============     ============     ============     ============

Basic earnings per share                               $         0.39             0.31             1.05             1.03
                                                          ============     ============     ============     ============

Diluted earnings per share                             $         0.39             0.31             1.04             1.01
                                                          ============     ============     ============     ============

</TABLE>
The market value of the common  shares of the Company at September  30, 1999 was
$24.00 per share.
                                        8
<PAGE>

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operation
--------------------------------------------------------------------------------
Highlights
----------

    Total assets  increased  $16,697,000 or by 4.1% to $421,854,000 at September
30, 1999 from  $405,157,000  at December 31, 1998.  The primary  reasons for the
increase were  increases in Securities  Available for Sale of  $14,468,000,  Net
Loans of $14,740,000 and Other Assets of $2,490,000  offset by decreases in Cash
And Due From Banks and Federal Funds Sold of $5,733,000 and  Securities  Held to
Maturity of $8,734,000.

    Total liabilities  increased $20,257,000 from December 31, 1998 to September
30, 1999.  The primary reason for the increase was an increase in Other Borrowed
Money of $22,052,000 offset by a decrease in Total Deposits of $2,728,000.

    Total Stockholders'  Equity decreased  $3,560,000 primarily as a result of a
decrease in Accumulated Other Comprehensive  Income combined with an increase in
Treasury Stock which was partially offset by an increase in Retained Earnings.

    Average  earning  assets  were  $399,016,000  during the nine  months  ended
September 30, 1999 and  $366,630,000  during the nine months ended September 30,
1998.  This is an increase of $32,386,000 or 8.8%. For the third quarter average
earning assets were $400,355,000 for 1999 and $371,023,000 for 1998, an increase
of $29,332,000 or 7.9%.

    Average  total  assets for the nine  months  ended  September  30, 1999 were
$423,585,000  and  $390,083,000 for the nine months ended September 30, 1998 and
$425,484,000  and $395,552,000 for the three months ended September 30, 1999 and
1998, respectively.  The return on average total assets was 1.0% for nine months
and 1.1% for three months ended  September 30, 1999. The return on average total
assets was 1.0% for both the nine months and three  months ended  September  30,
1998. Return on average equity for the nine and three months ended September 30,
1999 were 11.6% and 13.3%,  respectively,  and for the same periods in 1998 were
11.7% and 10.6%.  Average equity was  $34,977,000  for the first nine months and
$34,102,000  for the third  quarter of 1999 and  $33,689,000  for the first nine
months and $34,125,000 for the third quarter of 1998.

    Net income increased $88,000 or 3.0% comparing the first nine months of 1999
to the first nine months of 1998. The increase in 1999 was driven by an increase
in net  interest  income after  provision  for loan  losses.  This  increase was
partially  offset by a lesser  increase in total other  operating  expense.  Net
income for the third quarter of 1999 increased $227,000 or 25.0% compared to the
same  period in 1998.  This  increase  was  primarily  due to  increases  in net
interest income after  provision for loan losses and in other  operating  income
combined with a slight  decrease in operating  expenses.  These  increases  were
partially offset by an increase in income taxes.

    Net income per diluted share was $1.04 for the first nine months of 1999 and
$1.01 for the first nine months of 1998.  Net income per diluted share for three
months  ended  September  30, 1999 and  September  30, 1998 was $0.39 and $0.31,
respectively.  Earnings  per basic share was $1.05 and $1.03 for the nine months
ended  September  30,  1999 and 1998,  and $0.39 and $0.31 for the three  months
ended September 30, 1999 and 1998, respectively.

Available for Sale and Securities Held to Maturity
--------------------------------------------------

    The Bank's securities  portfolio  increased  $5,734,000 or 3.9% at September
30, 1999 compared to December 31, 1998.  There was an increase of $13,722,000 or
40.2% over  December  31,  1998 in Federal  agency  mortgage  backed  securities
available  for sale.  Offsetting  this  increase  was a  decrease  in the Bank's
securities  held to  maturity  of  $8,734,000  or  18.9%.  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 to enhance net interest income and to assist the Company in its asset
liability strategies.

Net Loans
---------

    Net loans increased by $14,740,000 or 6.6% at September 30, 1999 compared to
December 31, 1998.  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 during the first quarter of 1999. All other loan categories increased
for the first nine months of 1999, with the mix of loans remaining substantially
unchanged from December, 1998 to September, 1999.

Other Assets
------------

    Other assets  increased to $4,333,000 at September 30, 1999 from  $1,843,000
at December 31, 1998.  This  increase was  primarily  due to the increase in the
deferred tax on the Bank's available for sale securities.

Total Deposits
--------------

     Total Deposits were  $304,632,000 at September 30, 1999 and $307,360,000 at
December 31, 1998, a decrease of $2,728,000 or .9%. During the first nine months
of 1999 NOW and Super NOW decreased  $3,273,000 or 8.5%.  Time deposit  accounts
also decreased by $5,153,000. Offsetting these decreases was an increase in


                                        9
<PAGE>

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

Total Deposits, continued
-------------------------

demand  non-interest  bearing  deposits of $5,877,000.  Savings and money market
deposits remained fairly constant.

Other Borrowed Money
--------------------

     Other  borrowed  money  increased  $22,052,000  at September  30, 1999 from
December  31, 1998.  Management  borrowed  $25,000,000  in February of 1999 from
Federal Home Loan Bank of Pittsburgh (which will mature in February,  2009). The
money  borrowed was invested in mortgage  backed  securities and used to fund an
increase in the Bank's loan portfolio.

Net Interest Income
-------------------

     Net  interest  income  before the  provision  for loan losses  increased by
$219,000 to  $10,786,000  and by $190,000 to  $3,665,000  for the nine and three
month periods ended  September 30, 1999 compared to the same periods  during the
prior year.

     Total  interest  income  increased  $768,000  and $286,000 for the nine and
three month  periods  ended  September  30, 1999 compared to the same periods in
1998.  Average  interest earning assets increased by $32,386,000 and $29,332,000
for the nine and three month  periods in 1999  compared  to the same  periods in
1998. The average yield on interest  earning assets  decreased  approximately 40
and 20 basis points using the same 1999 and 1998 comparative periods.

     Total  interest  expense  increased  $549,000  and $96,000 for the nine and
three month  periods  ended  September  30, 1999 compared to the same periods in
1998.  Average  interest  bearing  liabilities   increased  by  $27,600,000  and
$25,100,000  for the nine and three month  periods in 1999  compared to the same
periods in 1998.  The average  cost of interest  bearing  liabilities  decreased
approximately  15 and 20 basis points  using the same 1999 and 1998  comparative
periods.

Market Risk and Interest Rate Risk
----------------------------------

     Market risk is the risk to a Company's  financial  position  resulting from
changes in market prices or rates.  The Company's  market risk arises  primarily
from interest rate risk inherent in its lending,  investment  and deposit taking
activities. The Company, through its asset liability management committee, works
to evaluate, monitor and limit its exposure to interest rate risk.

     In  addition  to static gap  analysis,  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  the  interest  rate
risk  inherent  in its balance  sheet.  Below are the results of this rate shock
analysis as of September 30, 1999 and 1998.

<TABLE>
                                   September 30, 1999                              September 30, 1998
                    ------------------------------------------------------------------------------------------------
                        Net Interest       Percentage Change in           Net Interest       Percentage Change in
  Change in Rates       Income Change       Net Interest Income           Income Change       Net Interest Income
<S><C>                    <C>                 <C>                           <C>                 <C>
       +200                  108                   0.69%                       766                   5.40%
      Static                  -                      -                          -                      -
       -200                 (954)                 (6.15%)                    (1,737)               (12.40%)
</TABLE>

     A 200 basis  point rise in  interest  rates  results in a .69%  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.

                                   10
<PAGE>


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

Provision / Reserve for Loan Losses and Nonperforming Loans
-----------------------------------------------------------

<TABLE>
                                                     Nine Months Ended        Year Ended        Nine Months Ended
                                                        September 30,         December 31,         Sepember 30,
                                                            1999                  1998                1998
                                                      ------------------------------------------------------------
<S>                                                    <C>                      <C>                 <C>
Balance at beginning of period                     $         2,909,000         2,759,000            2,759,000
Recoveries                                                      27,000            38,000               35,000
Less:  Charge Offs                                             216,000           308,000              207,000
Provision for Loan Losses                                      280,000           420,000              450,000
------------------------------------------------------------------------------------------------------------------
Balance at end of period                           $         3,000,000         2,909,000            3,037,000
------------------------------------------------------------------------------------------------------------------
</TABLE>

     The provision for loan losses for the first nine months of 1999 amounted to
$280,000  and $95,000 for the three  months ended  September  30,  1999.  It was
$450,000 for the nine months ended 1998, and $150,000 for the three months ended
1998.  Net charge offs for the first nine months of 1999 totaled  $189,000 while
net charge offs for the comparable  period in 1998 were  $172,000.  The ratio of
net charge offs to average  loans  outstanding  was .08% for both the first nine
months of 1999 and 1998.

     The  allowance  for loan losses at September  30, 1999 totaled  $3,000,000,
increasing  $91,000 or 3.13% from $2,909,000 at December 31, 1998. The Company's
ratio of  allowance  for loan  losses to total  loans  outstanding  was 1.25% at
September  30, 1999,  and the same ratio as of December 31, 1998 was 1.29%.  The
decline in this ratio  reflects  the growth in the Bank's loan  portfolio  and a
slight decrease in non-performing loans.

     Non-performing loans are listed as follows:

<TABLE>
                                                09/30/1999                   12/31/1998
                                               -------------                -------------
<S>                                          <C>                           <C>
Non Accrual                                 $     1,533,000              $     1,684,000
90 Days and More Past Due                           986,000                      838,000
Restructured                                      1,213,000                    1,247,000
                                               -------------                -------------
                                            $     3,732,000              $     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 September  30, 1999 has been deemed  adequate by
management.  This  amount is  sufficient  to cover  inherent  losses in the loan
portfolio given the present past due,  nonperforming and classified loan 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 increased $26,000 or 1.2% and $59,000 or 9.0% for the
nine and three month  periods  ended  September  30,  1999  compared to the same
periods in 1998.  The increase  for the nine month  period was due  primarily to
increases in service fee and ATM fee income  resulting from increased volume and
an increase in service fees  instituted  during the first  quarter of 1999.  The
increases  for the nine  month  comparative  period  was  partially  offset by a
decrease  of $208,000 on gains from the sale of  available  for sale  securities
during the same period.  The increase for the three month comparative period was
due primarily to increases in service fee and ATM fee income.

Other Operating Expenses
------------------------

         Other  operating  expenses  increased  $326,000  or 4.0% and  decreased
$24,000 or 0.9% for the nine and three month  periods  ended  September 30, 1999
compared to the same periods in 1998.

                                   11

<PAGE>

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

Other Operating Expenses, continued
-----------------------------------

    Together  with  slight  increases  in salaries  and  employee  benefits  and
occupancy expenses,  the increase in other operating expenses for the nine month
period was due  primarily  to a $168,000  increase in  furniture  and  equipment
expense  combined with an $83,000  increase in other  expenses.  The increase in
furniture and equipment  expense  resulted from increased  depreciation  expense
during 1999 from the addition of computer equipment during the second quarter of
1998 along with the addition of a new branch office during the fourth quarter of
1998. The increase in other expenses resulted from severance expenses related to
the retirement of the Company's former President and Chief Executive Officer and
the Retirement Agreement and Mutual Release resulting therefrom which was signed
March 16, 1999.

    The decrease in other  operating  expenses  for the three month  comparative
period was due  primarily  to a $41,000  increase  in  furniture  and  equipment
expenses  resulting  from  increased  depreciation  expense  which was more than
offset by a  decrease  in other  expenses  of  $56,000.  The  decrease  in other
expenses  resulted  primarily  from decreases in marketing and other real estate
expenses during the 1999 period.

Income Taxes
------------

    The  provision  for  income  taxes  for the  first  nine  months of 1999 was
$1,110,000  and $1,109,000 for the first nine months of 1998. The effective rate
for the first  nine  months  of 1999 was 26.6% and 27.2% for the same  period of
1998.  The effective rate for the third quarter was 27.5% for 1999 and 26.6% for
1998.  The  fluctuation  in the  Company's tax expense and effective tax rate is
primarily due to  management's  strategy of investing in tax free securities and
to the level of pre-tax income.


Liquidity and Capital Adequacy
------------------------------

    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,  together with other management analysis,  enables the bank to meet its
cash  flow  requirements  and  adapt  to the  changing  needs  of the  Company's
customers and the requirements of regulatory agencies. As of September 30, 1999,
the most recent  notification from the Office of the Comptroller of the Currency
categorized the Bank as well capitalized under its regulatory guidelines.  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.

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 and in the  Company's  market area are  reviewed by
management  in  order  to  compete  at a level  consistent  with  the  goals  of
profitability and a 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. 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,  as
necessary.

                                       12

<PAGE>

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

Year 2000
---------

Year 2000 Compliance

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

Company State of Readiness

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

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

Contingency Plan

    The Board of Directors and Management of the Company recognize that, despite
efforts to renovate or replace mission-critical  systems, the risk of disruption
remains  due to the  failure  of a resource  which  supports  critical  business
activities. To provide for business continuity in the event of such disruptions,
the Board has directed  management to coordinate the  development of contingency
plans  for  each  line  of  business  designated  as a  core  business  process.
Management has  reevaluated  identification  of  mission-critical  resources and
developed and documented 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 has assigned  probability  and  prioritized  and
allocated contingency planning resources based on the level of probability.  The
bulk of evaluation of contingency needs was completed by June, 1999. The Company
has shifted to monitoring its contingency  requirements in order to remain aware
of any emerging  issues.  No new significant  Year 2000 related issues have been
detected.

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 $301,000.  The Bank had expenditures of $260,000 in 1998 for
Y2K related  matters,  of which  $10,000 was  expensed in 1998 and  $250,000 was
capitalized and will be amortized over the next five years. Additionally, during
1999 the bank  has  spent  another  $25,000  on Year  2000  related  issues  and
anticipates  spending  approximately  $16,000 more through the end of 1999. This
cost is primarily associated with purchasing new equipment and software.

Risks of Year 2000

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

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

                                        13

<PAGE>


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

Forward Looking Statements
--------------------------

    Within this  quarterly  report 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 this
report.  We have used "forward looking  statements" to describe the future plans
and strategies  including our expectations of the Corporation's future financial
results and Year 2000  issues.  Management's  ability to predict  results or the
effect of future plans and strategy is inherently uncertain.  Factors that could
affect results include interest rate trends,  competition,  the general economic
climate in Pennsylvania, and the country as a whole, loan delinquency rates, and
changes in federal and state  regulation.  These factors should be considered in
evaluating the "forward  looking  statements",  and undue reliance should not be
placed on such statements.


















                                        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
------------------------------------------------------------

Pursuant  to the proxy  rules  under the  Securities  Exchange  Act of 1934,  as
amended, (the "Exchange Act"), the Company's  stockholders are notified that the
deadline for providing the Company timely notice of any stockholder  proposal to
be  submitted  outside  of the  Rule  14a-8  process  for  consideration  at the
Company's 2000 Annual  Meeting of  Stockholders  (the "Annual  Meeting") will be
March 27, 2000. As to all such matters which the company does not have notice on
or prior to March 27,  2000,  discretionary  authority  shall be  granted to the
persons  designated in the Company's proxy related to the Meeting. A stockholder
proposal  regarding  the Meeting  must be submitted to the Company at its office
located at 41 N. Main Street,  Carbondale,  Pennsylvania by January12,  2000, to
receive  consideration for inclusion in the Company's 1999 proxy materials.  Any
such  proposal  must also comply with the proxy  rules under the  Exchange  Act,
including Rule 14a-8.

Item 5.  Other Information
--------------------------

None

Item 6.  Exhibits and Reports on Form 8-K
-----------------------------------------

None

                                        15
<PAGE>


                                  SIGNATURES *

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


                                         PIONEER AMERICAN HOLDING COMPANY, CORP.

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




Date:  November 7, 1999                  By /s/ Richard J. Lapera
                                           Richard J. Lapera
                                           Vice President & Comptroller




Date:  November 7, 1999                  By /s/ Allan A. Muto
                                           Allan A. Muto
                                           Chief Financial Officer

                                        16