EXHIBIT 13
                    EXCERPTS FROM ANNUAL REPORT TO SHAREHOLDERS


Board of Directors and Shareholders of
AMBANC Corp.
Vincennes, Indiana

We have audited the consolidated balance sheets of  AMBANC Corp.
as of December 31, 1996 and 1995, and the related consolidated
statements of income, changes in shareholders' equity, and cash
flows for each of the two years in the period ended December 31,
1996.  These financial statements are the responsibility of the
Corporation's management.  Our responsibility is to express an
opinion on the financial statements based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of AMBANC Corp. as of December 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the
two years in the period ended December 31, 1996 in conformity with
generally accepted accounting principles.

The accompanying consolidated financial statements give
retroactive effect to the 1995 merger of AMBANC Corp. and First
Robinson Bancorp (FRB), which has been accounted for as a pooling
of interests as described in Note 2 to the consolidated financial
statements.

Other auditors previously audited and reported on the consolidated
statements of income, changes in shareholders' equity and cash
flows of AMBANC Corp. for the year ended December 31, 1994, prior
to their restatement for the 1995 pooling of interests, and their
report dated January 27, 1995, expressed an unqualified opinion on
those statements and included an explanatory paragraph that
described the restatement of the 1994 financial statements to
reflect a 1994 pooling of interests.  The financial statements of
FRB for the year ended December 31, 1994, were audited by other
auditors, whose report dated January 20, 1995, expressed an
unqualified opinion.  We audited the combination of the related
consolidated statements of income, changes in shareholders' equity
and cash flows for the year ended December 31, 1994, after
restatement for the 1995 pooling of interests; in our opinion,
such consolidated statements have been properly combined on the
basis described in Note 2 to the consolidated financial
statements.

As discussed in Note 1 to the consolidated financial statements,
the Corporation adopted the provisions of Statement of Accounting
Standards No. 122, Accounting for Mortgage Servicing Rights, on
January 1, 1996.



DELOITTE & TOUCHE LLP
Indianapolis, Indiana
January 17, 1997

<PAGE>
<PAGE> 2
<TABLE>
                                     AMBANC CORP.
                                     Consolidated Balance Sheets
                                     December 31, 1996 and 1995
               (Dollar amounts in thousands, except share and per share data)
<CAPTION>

                                                           1996          1995
<S>
ASSETS                                                 <C>           <C>
Cash and due from banks                                $     26,409  $     20,520
Federal funds sold                                            5,875        22,653

  Total cash and cash equivalents                            32,284        43,173

Interest bearing deposits in other banks                        590           692
Securities available for sale-at fair value
  (amortized cost 1996-$170,249 and 1995-$171,744)          170,724       173,469

Loans held for sale-at cost
  (fair value 1996-$2,404 and 1995-$7,141)                    2,350         6,727

Loans, net of unearned income                               494,467       442,657
Allowance for loan losses                                    (5,630)       (5,022)

  Loans, net                                                488,837       437,635

Premises, furniture and equipment, net                       11,184         9,398
Accrued interest receivable and other assets                 12,785        11,253

       Total assets                                     $    718,754  $    682,347


LIABILITIES
Noninterest bearing deposits                           $     61,518  $     63,116
Interest bearing deposits                                   571,940       536,953

  Total deposits                                            633,458       600,069

Short-term borrowings                                         5,286         6,788
Long-term debt                                                2,309         2,677
Accrued interest payable and other liabilities                5,518         5,101

       Total liabilities                                     646,571       614,635

SHAREHOLDERS' EQUITY
Preferred stock, $10 par value, 200,000 shares
  authorized, no shares issued or outstanding
Common stock, $10 par value, 10,000,000 and 5,000,000
  shares authorized at December 31, 1996 and 1995,
  3,316,267 and 3,158,961 shares issued and
  outstanding at December 31, 1996 and 1995                  33,163        31,590
Treasury stock, 724 shares at cost                              (21)
Retained earnings                                            38,731        35,009
Unrealized gain/(loss) on securities available for
  sale, net of deferred taxes of $165 and $612                  310         1,113
  Total shareholders' equity                                 72,183        67,712


       Total liabilities and shareholders' equity       $    718,754  $    682,347

</TABLE>

                   See accompanying notes to consolidated financial statements.

<PAGE>
        <PAGEE> 3
     <TABLE>                          AMBANC CORP.
                                      Consolidated Statements of Income
                         For the years ended December 31, 1996, 1995 and 1994
                         (Dollar amounts in thousands, except per share data)
<CAPTION>
                                                                           1996        1995        1994
<S>                                                        <C>         <C>         <C>
INTEREST INCOME
   Interest and fees on loans                             $   42,560  $   37,888  $   30,676
   Interest and fees on loans held for sale                      389         326         536
   Interest on securities
     Taxable                                                   7,805       7,680       8,629
     Tax exempt                                                2,809       2,759       2,842
   Other interest                                                748         739         370

     Total interest income                                    54,311      49,392      43,053


INTEREST EXPENSE
   Interest on deposits                                       26,761      23,593      18,568
   Interest on short-term borrowings                             385         437         409
   Interest on long-term debt                                    142         161         177

     Total interest expense                                   27,288      24,191      19,154

        Net interest income                                    27,023      25,201      23,899
Provision for loan losses                                     1,366       1,182         338

        Net interest income after
        provision for loan losses                              25,657      24,019      23,561


NONINTEREST INCOME
   Income from fiduciary activities                              654         602         546
   Service charges on deposit accounts                         1,586       1,520       1,274
   Net realized gain on securities                                28          41          29
   Other operating income                                      1,122         990       1,035

     Total noninterest income                                  3,390       3,153       2,884


NONINTEREST EXPENSE
   Salaries and employee benefits                              9,633       9,450       8,777
   Occupancy expenses, net                                     1,218       1,051       1,107
   Equipment expenses                                          1,220       1,117       1,038
   Data processing expenses                                      480         388         442
   FDIC insurance                                                270         690       1,225
   Other operating expenses                                    4,978       4,806       4,730

     Total noninterest expense                                17,799      17,502      17,319

        INCOME BEFORE INCOME TAXES                             11,248       9,670       9,126
Income taxes                                                  3,282       2,625       2,624


        NET INCOME                                         $    7,966  $    7,045  $    6,502


EARNINGS PER AVERAGE COMMON SHARE OUTSTANDING            $     2.40  $     2.12  $     1.96

</TABLE>
                    See accompanying notes to consolidated financial statements.

<PAGE>
<PAGE> 4
<TABLE>
                                                     AMBANC CORP.
                     Consolidated Statements of Changes in Shareholders' Equity
                        For the years ended December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except per share data)
<CAPTION>

                                                              Unrealized
                                                              Gain/(Loss)     Total
                                   Common  Retained  Treasury     on       Shareholders'
                                   Stock   Earnings   Stock   Securities      Equity
<S>                               <C>      <C>       <C>      <C>          <C>

BALANCE, JANUARY 1, 1994          $ 30,062 $  27,048 $    (37)$       649  $      57,722

Net income for 1994                            6,502                               6,502
Cash dividends ($.59 per common
  share)                                      (1,947)                             (1,947)
Net change in unrealized
  gain/(loss) on securities
  available for sale                                               (4,137)        (4,137)
Issuance of stock for dividend
  reinvestment and stock
  purchase plan                         24        50                                  74
Fractional shares paid for
  acquisition                                     (4)                                 (4)


BALANCE, DECEMBER 31, 1994          30,086    31,649      (37)     (3,488)        58,210

Net income for 1995                            7,045                               7,045
Cash dividends ($.65 per common
  share)                                      (2,144)                             (2,144)
Net change in unrealized
  gain/(loss) on securities
  available for sale                                                4,601          4,601
Issuance of stock for dividend
  reinvestment and stock
  purchase plan                          4         8                                  12
Fractional shares paid for
  acquisition and stock dividend                 (12)                                (12)
Retired treasury stock                           (37)      37
5% stock dividend                    1,500    (1,500)

BALANCE, DECEMBER 31, 1995          31,590    35,009       --       1,113         67,712

Net income for 1996                            7,966                               7,966
Cash dividends ($.80 per common
  share)                                      (2,653)                             (2,653)
Net change in unrealized
  gain/(loss) on securities
  available for sale                                                 (803)          (803)
Net change in treasury stock                              (21)                       (21)
Fractional shares paid for
  stock dividend                                 (18)                                (18)
5% stock dividend                    1,573    (1,573)

BALANCE, DECEMBER 31, 1996        $ 33,163 $  38,731 $    (21)$       310  $      72,183


</TABLE>

                    See accompanying notes to consolidated financial statements.

<PAGE>
        <PAGE> 5
   <TABLE>                            AMBANC CORP.
                                 Consolidated Statements of Cash Flows
                       For the years ended December 31, 1996, 1995 and 1994
                                      (Dollar amounts in thousands)



                                                                       1996        1995        1994
<S>                                                    <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                           $    7,966  $    7,045  $    6,502
   Adjustments to reconcile net income to net
     cash from operating activities:
      Net premium amortization and discount
        accretion on securities                               319         374         443
        Depreciation                                          1,081         987       1,072
        Provision for loan losses                             1,366       1,182         338
      Deferred income tax provision                          (337)       (621)        365
        Gain on securities                                      (28)        (41)        (29)
      Gain on sale of loans held for sale                    (409)       (191)       (229)
        Proceeds from sales of loans held for sale           30,385      16,231      35,676
      Loans held for sale made to customers,
        net of payments collected                         (25,599)    (20,103)    (21,192)
        Accrued interest receivable
          and other assets                                     (748)     (1,290)     (4,047)
        Accrued interest payable
          and other liabilities                                 417         941       2,436
        Deferred loan fees, net of costs                        (48)        (81)        (33)

          Net cash from operating activities                 14,365       4,433      21,302


CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from sales of securities
    available for sale                                     16,893       4,559      14,999
   Proceeds from maturities and calls of securities
    available for sale                                     40,395      31,453      40,783
   Proceeds from maturities and calls of securities
    held to maturity                                           --       4,037       3,232
   Purchases of securities available for sale              (56,084)    (15,816)    (38,136)
   Purchases of securities held to maturity                     --      (3,938)     (4,020)
   Net change in interest bearing deposits
     in other banks                                            102         501        (303)
   Loans made to customers, net of payments collected      (58,662)    (54,028)    (51,206)
   Loans purchased                                              (8)     (7,386)     (1,187)
   Proceeds from sales of loans                              6,150       6,804       6,845
   Property and equipment expenditures                      (2,867)     (1,497)     (1,295)

          Net cash from investing activities                (54,081)    (35,311)    (30,288)

</TABLE>
<PAGE>
<PAGE> 6
<TABLE>                                           AMBANC CORP.
                                Consolidated Statements of Cash Flows - continued
                       For the years ended December 31, 1996, 1995 and 1994
                                      (Dollar amounts in thousands)
<CAPTION>
                                                                           1996        1995        1994
<S>                                                    <C>                           <C>          <C>
CASH FLOWS FROM FINANCING ACTIVITIES
   Net change in deposits                                   33,389      49,682         494
   Net change in short-term borrowings                      (1,502)     (2,506)       (527)
   Payments on long-term debt                                 (484)       (597)       (338)
  Proceeds from long-term debt                                116          85       2,527
  Purchase of treasury stock                                  (21)         --          --
  Payment for fractional shares                               (18)        (12)         (4)
  Issuance of stock for dividend reinvestment
    and stock purchase plan                                    --          12          74
   Dividends paid                                           (2,653)     (2,144)     (1,947)

          Net cash from financing activities                 28,827      44,520         279

NET CHANGE IN CASH AND CASH EQUIVALENTS                   (10,889)     13,642      (8,707)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR             43,173      29,531      38,238

CASH AND CASH EQUIVALENTS AT END OF YEAR               $   32,284  $   43,173  $   29,531


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
   Cash paid during the year for:
     Interest                                           $   26,343  $   22,371  $   18,976
     Income taxes                                            3,850       2,981       2,722

</TABLE>

Noncash activities occurred consisting of the reclassification of
$40,080 from the held to maturity securities portfolio to the
available for sale securities portfolio in 1995.


                    See accompanying notes to consolidated financial
statements.
<PAGE>
<PAGE> 7
AMBANC CORP.
Notes To Consolidated Financial Statements
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)

 Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Reporting
The consolidated financial statements include the accounts of
AMBANC Corp. (Corporation), and its wholly owned subsidiaries,
AmBank Indiana, N.A. (IND), AmBank Illinois, N.A. (ROB), AmBank
Illinois (CAS) and American National Realty Corp. (ANR).  On June
30, 1996, The American National Bank of Vincennes and Citizens'
National Bank of Linton were merged and renamed AmBank Indiana,
N.A.  The First National Bank in Robinson and Bank of Casey were
also renamed to AmBank Illinois, N.A. and AmBank Illinois,
respectively, on June 30, 1996.  On September 30, 1996,
Lincolnland Insurance Agency & Investments, Inc., previously a
wholly owned subsidiary of the Corporation, was dissolved.  Upon
consolidation, all significant intercompany accounts and
transactions have been eliminated.  As discussed in Note 2, AMBANC
Corp. acquired First Robinson Bancorp (FRB) on November 1, 1995,
under the pooling of interests method of accounting.  These
consolidated financial statements have been restated to reflect
the accounts of FRB for all periods presented.

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes.  Actual results
could differ from those estimates.

Description of Business
IND, ROB and CAS operate primarily in the banking industry, which
accounts for more than 90 percent of the Corporation's revenues,
operating income and assets.  IND, ROB and CAS generate
commercial, real estate mortgage and installment loans and receive
deposits from customers located in Greene, Knox, Gibson, Vigo and
surrounding counties in Indiana and Crawford, Clark, Wabash and
surrounding counties in Illinois.  Although the overall loan
portfolio is diversified, the economy of these counties is heavily
dependent upon the agricultural industry.  The majority of the
loans are secured by specific items of collateral including
business assets, real property and consumer assets.

ANR owns various real estate, which is leased to IND for normal
banking activities, such as parking, drive-in banking and branch
banking facilities.

Securities
Statement of Financial Accounting Standards (FAS) 115, "Accounting
for Certain Investments in Debt and Equity Securities", requires
securities to be classified as held to maturity, available for
sale or trading.  Only those securities classified as held to
maturity, which management has the intent and ability to hold to
maturity, are reported at amortized cost.  Available for sale
securities are reported at fair value with unrealized after tax
gains and losses included in shareholders' equity.  The
Corporation does not maintain any securities classified as
trading.  Realized securities gains or losses are reported in the
Consolidated Statements of Income.  The cost of securities sold is
based on the specific identification method.

In November 1995 the Financial Accounting Standards Board allowed
a one time reclassification of all securities.  In December 1995
the Corporation reclassified all held to maturity securities to
available for sale securities.
<PAGE>
<PAGE> 8
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)

 Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Loans Held for Sale

Loans held for sale consist of fixed rate mortgage loans conforming
to established guidelines and held for sale to the secondary
mortgage market.  Mortgage loans held for sale are carried at the
lower of cost or fair value determined on an aggregate basis.  Gains
and losses on the sale of these mortgage loans are included in other
noninterest income.

The Corporation adopted FAS 122, "Accounting for Mortgage Servicing
Rights" (MSRs), on January 1, 1996.  FAS 122 requires that the
Corporation recognize as separate assets, rights to service mortgage
loans for others that have been acquired through either the purchase
or origination of a loan.  An entity that sells or securitizes those
loans with servicing rights retained should allocate the total cost
of the mortgage loans to the MSRs and the loans based on their
relative fair values.  These costs are initially capitalized and
subsequently amortized in proportion to, and over the period of,
estimated net loan servicing income.  Additionally, FAS 122 requires
that MSRs be reported on the Consolidated Balance Sheet at the lower
of cost or fair value.  The Corporation is required to assess its
capitalized MSRs for impairment based upon the fair value of the
rights.  MSRs are stratified based upon one or more of the
predominant risk characteristics of the underlying loans.
Impairment is recognized through a valuation allowance for each
impaired stratum.  The provisions of  FAS 122 were applied
prospectively beginning in fiscal 1996.  The ongoing impact of FAS
122 is dependent upon, among other things, the volume of loan
originations, the general levels of market interest rates and the
rate of estimated loan prepayments.  Accordingly, management is
unable to predict with any reasonable certainty what effect FAS 122
will have on the Corporation's future results of operations or its
financial condition.  FAS 122 prohibits restatement of prior years'
financial statements.

Loans

Loans are stated at the principal amount outstanding adjusted for
unearned discounts, unamortized premiums and net deferred fees.  The
Corporation defers loan fees, net of certain direct loan origination
costs.  The net amount deferred is reported on the balance sheets as
part of loans and is recognized into interest income over the term
of the loan on a level yield basis. Any unamortized fees on loans
sold are credited to gain on sale of loans at time of sale.
Interest on real estate, commercial and installment loans is accrued
over the term of the loans on a level yield basis.  The recognition
of interest income is discontinued when, in management's judgment,
the interest will not be collectible in the normal course of
business.

The Corporation adopted FAS 114 and 118, "Accounting by Creditors
for Impairment of a Loan and Income Recognition and Disclosures", as
amended, effective January 1, 1995.  These statements require that
impaired loans be measured based on the present value of expected
future cash flows discounted at the loan's effective interest rate
or the fair value of the underlying collateral, and specifies
alternative methods for recognizing interest income on loans that
are impaired or for which there are credit concerns.  For purposes
of applying this standard, impaired loans have been defined as all
nonaccrual loans.  The Corporation's policy for income recognition
was not affected by adoption of the standard.  The adoption of FAS
114 and 118 did not have any effect on the total reserve for credit
losses or related provision.
<PAGE>
<PAGE> 9
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)

 Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Allowance for Loan Losses
The balance in the allowance and the amount of the annual
provision charged to expense are judgmentally determined based
upon a number of factors.  The allowance is maintained by
management at a level considered adequate to cover possible losses
that are currently anticipated based on past loss experience,
general economic conditions, information about specific borrower
situations, including their financial position and collateral
values, and other factors that are particularly susceptible to
changes that could result in a material adjustment in the near
term.  While management endeavors to use the best information
available in making its evaluations, future allowance adjustments
may be necessary if economic conditions change substantially from
the assumptions used in making the evaluations.  While management
may periodically allocate portions of the allowance for specific
problem loan situations, the entire allowance is available for any
loan charge-offs which occur. Increases to the allowance are
recorded by a provision for possible loan losses charged to
expense.  A loan is charged off by management as a loss when
deemed uncollectible, although collection efforts continue and
future recoveries may occur.

Premises, Furniture and Equipment
Premises, furniture and equipment are stated at cost less
accumulated depreciation and are depreciated over the estimated
useful lives of the assets ranging from 3 to 40 years, principally
on the straight-line method.  Maintenance and repairs are
expensed, and major improvements are capitalized.

Intangible Assets

Goodwill and other intangible assets are amortized on a straight-
line basis generally over a period of 15 years.  Management
reviews intangible assets for possible impairment if there is a
significant event that detrimentally affects operations.
Impairment is measured using estimates of the future earnings
potential of the entity or assets acquired.

Other Real Estate
Real estate acquired through foreclosure or acceptance of a deed
in lieu of foreclosure is recorded at the lower of cost (fair
value at date of foreclosure) or fair value less estimated selling
costs.  The costs of holding the real estate are charged to
operations while major improvements are capitalized.

Income Taxes

The Corporation and its subsidiaries file consolidated tax
returns.  Each entity is charged or credited for taxes as if
separate returns were filed.  Deferred income tax assets and
liabilities reflect the impact of temporary differences between
amounts of assets and liabilities for financial reporting purposes
and basis of such assets and liabilities as measured by tax laws
and regulations.

Fiduciary Activities

Trust Department income is recognized on the cash basis method,
which in this circumstance does not materially differ from the
accrual method.

<PAGE>
<PAGE> 10
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)


 Note 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Statements of Cash Flows
Cash and cash equivalents is defined to include cash on hand,
noninterest bearing amounts due from other banks and federal funds
sold.  Generally, federal funds are sold for one-day periods.  The
Corporation reports net cash flows for loans held for sale,
customer loan transactions, deposit transactions and deposits made
with other financial institutions.

New Accounting Pronouncements
FAS 125, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities", is effective for
fiscal years beginning after December 31, 1996.  FAS 125 provides
accounting and reporting standards for transfers and servicing of
financial assets and extinguishments of liabilities.  The effects
of FAS 125 on the future financial position and results of
operations of the Corporation cannot be readily determined.

Financial Statement Presentation
Certain items in the 1995 and 1994 financial statements have been
reclassified to correspond with the 1996 presentation.

<PAGE>
<PAGE> 11
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)

 Note 2 - BUSINESS COMBINATION

<TABLE>
<CAPTION>

                                                      Common
                                                      Shares  Method of
                                     Date Completed   Issued  Accounting
<S>                                  <C>              <C>      <C>

First Robinson Bancorp (FRB)         November 1, 1995 701,647  Pooling
</TABLE>

The Consolidated Financial Statements have been restated to
include the accounts and operations of FRB, parent holding company
of ROB for all periods presented.  FRB was merged into the
Corporation and ceased to exist at the conclusion of the merger.
The contribution of FRB to consolidated interest income, net
interest income and net income for the periods prior to the merger
was as follows.
<TABLE>
<CAPTION>   <S>                     <C>            <C>
                                       Ten
                                             Months Ended   Year Ended
                                             October 31,   December 31,
                                                 1995          1994

             Interest income
               Previously reported     $     33,967  $     35,023
               FRB                            6,826         8,030

                  Total                 $     40,793  $     43,053


             Net interest income
               Previously reported     $     17,362  $     19,423
               FRB                            3,624         4,476

                  Total                 $     20,986  $     23,899


             Net income
               Previously reported     $      5,042  $      5,443
               FRB                              678         1,059

                  Total                 $      5,720  $      6,502
</TABLE>
 Note 3 - SECURITIES

             The amortized cost and estimated fair value of securities
          are as follows.
<TABLE><CAPTION>
                                                               December 31, 1996
            <S>                                   <C>       <C>        <C>         <C>
                                                              Gross      Gross     Estimated
                                                  Amortized Unrealized Unrealized    Fair
                                                     Cost     Gains      Losses     Value
            Securities available for sale
            U.S. Government and its agencies      $ 102,163 $      670 $   (1,014) $ 101,819
            States and political subdivisions        54,696      1,235       (155)    55,776
            Corporate obligations                     1,823         --         --      1,823
            Collateralized mortgage obligations       9,253          2        (89)     9,166
            Mutual funds                              2,314         --       (174)     2,140

              Total                               $ 170,249 $    1,907 $   (1,432) $ 170,724
      </TABLE>    
<PAGE>
<PAGE> 12
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)

 Note 3 - SECURITIES - Continued
<TABLE>
<CAPTIONS>
                                                           December 31, 1995
            <S>                              <C>       <C>        <C>         <C>

                                                         Gross      Gross     Estimated
                                             Amortized Unrealized Unrealized    Fair
                                                Cost     Gains      Losses     Value

            Securities available for sale
            U.S. Government and
                  its agencies                   $ 101,483 $      891 $     (664) $ 101,710
            States and political
              subdivisions                      50,216      1,705        (84)    51,837
            Corporate obligations                3,550         43         (3)     3,590
            Collateralized mortgage
                  obligations                       15,544         45        (73)    15,516
               Mutual funds                           951         --       (135)       816

              Total                          $ 171,744 $    2,684 $     (959) $ 173,469
          </TABLE>

             The one time reclassification under FAS 115 occurred in
December 1995 and reclassified securities with amortized cost of
$40,080 from held to maturity to available for sale.  The unrealized
gain at the time of the transfer was $1,628.

             Investments in states and political subdivisions and
corporate obligations are made within policy standards, which call
for these securities to be investment grade or better as established
by national rating organizations.  These securities are actively
traded and have a readily available market valuation.  Ratings and
fair values of these securities are reviewed monthly with fair
values being obtained from an independent rating service or broker.

<PAGE>
<PAGE> 13
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)

 Note 3 - SECURITIES - Continued

             The amortized cost and estimated fair value of
securities at December 31, 1996, by contractual maturity are shown
in the following schedule.  Expected maturities will differ from
contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment
penalties.
<TABLE>

<CAPTION>
                                                     Available for Sale
         <S>                                        <C>        <C>

                                                               Estimated
                                                    Amortized     Fair
                                                       Cost      Value

          Due in 1 year or less                     $   15,175 $  15,179
          Due after 1 year through 5 years              60,574    60,741
          Due after 5 years through 10 years            54,085    54,320
          Due after 10 years                             9,938     9,990

            Subtotal                                   139,772   140,230
          Collateralized mortgage obligations            9,253     9,166
          U.S. agency mortgage-backed
            securities                                  18,910    19,188
          Mutual funds                                   2,314     2,140

            Total                                   $  170,249 $ 170,724

</TABLE>


             Proceeds from sales of securities available for sale
were $16,893 in 1996, $4,559 in 1995 and $14,999 in 1994.  Sales
and calls of securities available for sale resulted in gross gains
and gross losses of $56 and $28 in 1996, $21 and $3 in 1995 and
$78 and $49 in 1994.  Sales and calls of securities held to
maturity resulted in gross gains and gross losses of $0 and $0 in
1996, $24 and $1 in 1995, and $0 and $0 in 1994.

Securities with a carrying value of $50,609 and $47,631 at
December 31, 1996 and 1995, were pledged to secure public deposits
and for other purposes required or permitted by law.

<PAGE>
<PAGE> 14
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)

 Note 4 - LOANS

Loans as presented on the balance sheets are comprised of the
following.
<TABLE>
<CAPTION>

                                                     1996          1995
             <S>                              <C>           <C>
             Commercial                       $    201,092  $    172,782
             Agricultural                           55,404        65,239
             Real estate                           129,116       107,123
             Installment                           105,464        94,784
             Credit cards                            3,686         3,722

               Total loans                         494,762       443,650
          Unearned income                          (295)         (993)


            Total loans, net               $    494,467  $    442,657

</TABLE>
             Certain loans have been restructured in a manner that
grants a concession to the borrower because of the borrower's
financial difficulties.  At December 31, 1996, 1995 and 1994, these
loans totaled $3,089, $45 and $490.  Interest income recorded on
these loans was $310, $3 and $39 during 1996, 1995 and 1994.
Interest income which would have been recorded under the original
terms of the loans was $310, $4 and $44 during 1996, 1995 and 1994.

Directors and executive officers of the Corporation and its wholly
owned subsidiaries were customers of, and had other transactions
with, the banking subsidiaries in the ordinary course of business.
A schedule of the aggregate activity involving loans to related
parties follows.
<TABLE>
<CAPTION>
          <S>                                           <C>

             Balance, January 1, 1996                      $   19,309
             New loans                                          6,442
             Loan reductions                                  (14,222)

               Balance, December 31, 1996                  $   11,529
             </TABLE>
<PAGE>
<PAGE> 15
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)

 Note 5 - ALLOWANCE FOR LOAN LOSSES

The activity in the allowance for loan losses is as follows.
<TABLE>
<CAPTION>
                                                           1996        1995        1994
             <S>                                       <C>         <C>         <C>
             Balance, January 1                $    5,022  $    4,531  $    4,238
             Provision charged to operations        1,366       1,182         338
             Loans charged off                     (1,266)     (1,019)       (808)
             Recoveries                               508         328         763

               Balance, December 31            $    5,630  $    5,022  $    4,531
</TABLE>
<TABLE>
<CAPTION>
             Impaired loan information under FAS 114 and 118 at December 31,

                                                           1996        1995
          <S>                                           <C>         <C>

             Impaired loans with a valuation reserve       $      843  $      160
             Impaired loans with no valuation reserve             578         823

             Total impaired loans                          $    1,421  $      983

             Valuation reserve on impaired loans           $      469  $       50
             Average impaired loans                             2,495       1,127
</TABLE>

Income recorded on these loans during 1996, 1995 and 1994 totaled
$89, $18 and $17.  Income which would have been recorded on these
loans during 1996, 1995 and 1994, had they been accruing all year,
was $149, $41 and $55.

 Note 6 - MORTGAGE BANKING ACTIVITIES

Loans serviced for others, amounting to $97,606, $79,990 and $73,748
at December 31, 1996, 1995 and 1994, are not included in the
consolidated financial statements.  Net gain on sales of loans was
$409,  $191 and $229 for the years ended December 31, 1996, 1995 and
1994.  Servicing loans for others generally consists of collecting
mortgage payments, maintaining escrow accounts, disbursing payments
to investors and foreclosure processing.  Loan servicing income
includes servicing fees from investors and certain charges collected
from borrowers, such as late payment fees.

The following analysis reflects the changes in MSRs acquired for the
year ended December 31, 1996.
<TABLE>   <S>                                            <C>
             Carrying Value January 1, 1996                  $    --
               Additions                                          307
               Amortization                                       (16)
               Net change in valuation allowance                   --

                  Carrying Value December 31, 1996             $   291
</TABLE>
The fair value of MSRs as of December 31, 1996, was $291.  Fair
value is estimated by discounting the net servicing income to be
received over the estimated servicing term using a current market
rate.  The significant risk characteristic of the underlying loans
used to stratify MSRs for impairment measurement was term and note
of rate.  No valuation allowance existed for the year ended December
31, 1996.

<PAGE>
<PAGE> 16
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)


 Note 7 - PREMISES, FURNITURE AND EQUIPMENT

Premises, furniture and equipment as presented on the balance
sheets are comprised of the following.
<TABLE>
<CAPTION>
                                                                          1996        1995
             <S>                                           <C>         <C>
             Land and improvements                         $    1,351  $    1,346
             Buildings and improvements                        12,133      10,751
             Furniture and equipment                           10,340       8,973

               Total cost                                      23,824      21,070
             Accumulated depreciation                         (12,640)    (11,672)

               Total, net                                  $   11,184  $    9,398

</TABLE>

Depreciation expense for the years ended December 31, 1996, 1995
and 1994, totaled $1,081, $987 and $1,072.


 Note 8 - INTEREST BEARING DEPOSITS

Interest bearing deposits issued in denominations of $100 or
greater totaled $76,948 and $66,647 at December 31, 1996 and 1995.

 Note 9 - SHORT-TERM BORROWINGS

Short-term borrowings is comprised of the following.
<TABLE>
<CAPTION>
                                                               1996        1995
          <S>                                <C>         <C>
          Repurchase agreements                         $    3,049  $    5,385
             Demand notes issued to the U.S. Treasury           2,237       1,403

             Total                                         $   5,286  $    6,788

</TABLE>

Borrowings under the Federal Reserve Bank note option plan are
collateralized by certain securities and are reduced at the
discretion of the U.S. Treasury.

<PAGE>
<PAGE> 17
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)

Note 10 - LONG-TERM DEBT

Long-term debt is comprised of a deferred compensation plan of
$218 and $102 in 1996 and 1995 as discussed in Note 11 and two
Federal Home Loan Bank Mortgage Advances (Advances) totaling
$2,091 and $2,575 in 1996 and 1995.  The Advances have an average
rate of 5.84% and 5.68% at December 31, 1996 and 1995, interest
payable monthly and principal payable in annual installments with
the final payment due March 15, 2004, and are secured by various
securities.  The principal maturities of these Advances in each of
the five years after December 31, 1996, will be $400, $332, $211,
$188 and $167.

Note 11 - EMPLOYEE BENEFITS

The Corporation maintains a retirement savings plan covering
substantially all employees.  To be eligible to participate, the
Plan requires employees to complete one year of service and be 21
years of age.  The Plan covers all employees and allows for the
matching of 50% of the first 4% of employee salary contributions
and an annual discretionary contribution.  The Corporation's
contributions to the Plan are vested by employees at 20% per year
starting with the second year of service and become 100% vested
after six years.  Prior to 1996, ROB employees were eligible to
participate in a separate defined contribution money purchase
pension plan.  The Corporation's total contributions were $615,
$473 and $435 for 1996, 1995 and 1994.

Prior to December 31, 1994, CAS sponsored a defined benefit
pension plan covering substantially all employees.  Benefits were
based primarily on years of service and on the employees' average
compensation during their period of employment.  CAS's funding
policy was to contribute the minimum amount required by applicable
regulations.  In 1994, a curtailment occurred which was accounted
for in accordance with FAS 88, "Employers' Accounting for
Settlements and Curtailments of Defined Benefit Pension Plans and
for Termination Benefits".  During 1996, a final distribution of
$929 was made of the plan assets, which had a fair value of $978,
resulting in a net gain to the Corporation of $49.  Net pension
(benefit)/expense was $(49), $(11) and $197 for the years ended
December 31, 1996, 1995 and 1994.

The Corporation has a deferred compensation plan for the benefit
of certain executive officers.  In return for the officers'
relinquishing the right to a portion of their current
compensation, the Corporation agrees to pay the participants at
retirement or termination, in the form of 120 monthly payments or
one lump-sum payment, the amount deferred plus any interest earned
during the deferral period.  Interest is paid annually at prime
rate and the liability of $218 and $102 is included with long-term
debt on the December 31, 1996 and 1995, balance sheets.  During
1996, 1995 and 1994 the Corporation accrued approximately $13, $6
and $1 of interest expense towards its obligation under the plan.

<PAGE>
<PAGE> 18
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)

Note 12 - POSTRETIREMENT BENEFITS

The Corporation sponsors an unfunded postretirement benefit plan
which provides defined medical and death benefits to certain
eligible employees.  Retirees as of December 31, 1992, receive
postretirement medical benefits and death benefits for themselves
and medical benefits for their spouses.  These medical expenses
were fixed in 1992 and all future increases are passed on to the
retirees.  Employees hired before April 1990 who retire after
January 1, 1993, are eligible to receive a postretirement medical
benefit for themselves, if they have completed 20 years of service
and attained age 62.  This benefit is sixty dollars per month to
pay up to fifty percent of the retirees' medical benefits provided
under the Corporation's group major medical insurance plan until
age 65 and then under a medicare supplement plan.
<TABLE>
<CAPTION>
Accumulated postretirement benefit obligations at December 31,

                                                          1996        1995
          <S>                                          <C>         <C>

          Retirees                                     $     (411) $     (394)
          Fully eligible active participants                  (30)        (31)
          Other active plan participants                     (306)       (294)

                 Accumulated postretirement benefit
                obligation                                   (747)       (719)
             Unrecognized prior service cost                     142         154
             Unrecognized loss                                   (20)        (20)
          Unrecognized transition obligation                  465         494

              Accrued postretirement
                    benefit liability                        $   (160) $      (91)

   </TABLE>
<TABLE>
<CAPTION>
             Net periodic postretirement benefit cost for the years ended December 31:

                                                          1996        1995        1994
          <S>                                          <C>         <C>         <C>

          Service cost-benefits attributed to
            service during the period                  $       23  $       13  $       11
          Interest cost on accumulated
            postretirement benefit obligation                  49          39          40
          Amortization of transition
            obligation over 20 years                           29          29          29
             Amortization of unrecognized
               prior service cost                                 12          --          --

                  Postretirement benefit cost              $      113  $       81  $       80
          </TABLE>

Benefit payments of $45, $48 and $45 were made for postretirement
medical benefits in 1996, 1995 and 1994.

<PAGE>
<PAGE> 19

AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)

Note 12 - POSTRETIREMENT BENEFITS - Continued

For measurement purposes, the annual rate of increase in the per
capita cost of covered health care benefits was assumed to be 9.5%
for 1996 and 1995 and 16% for 1994 with the rate gradually
decreasing to 6% after 15 years.  The health care cost trend
assumption has a significant effect on the amounts reported.  An
increase in the assumed health care cost trend rates by 1% in each
year would increase the accumulated postretirement benefit
obligation as of December 31, 1996, 1995 and 1994, by
approximately $14 and would have virtually no effect on the
aggregate of the service and interest cost components of net
periodic postretirement benefit cost for 1996, 1995 and 1994.

The weighted-average discount rate used in determining the
accumulated postretirement benefit obligation was 7%, 7% and 6% at
December 31, 1996, 1995 and 1994.

Note 13 - STOCK OPTION PLAN

The Corporation had a Nonqualified Stock Option Plan which expired
in April 1993.  Under the terms of the plan, options were granted
at amounts not less than the fair value of the shares at the date
of the grant and any options granted must be exercised within ten
years of the grant.  As of December 31, 1996, 1995 and 1994, fully
vested options for 26,460 shares at an option price of $18.14 per
share were outstanding.

Additionally, under provisions of the Nonqualified Stock Option
Plan, stock appreciation rights have been granted coinciding with
the number of stock options granted.  The value of each stock
appreciation right at any time is equal to 50% of the excess of
the fair value of one share of common stock of the Corporation
over the exercise price of the option to which it relates.
Employee benefits charged/(credited) to operations in 1996, 1995
and 1994 includes $(1), $12 and $(69) related to stock
appreciation rights.

<PAGE>
<PAGE> 20
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)


Note 14 - INCOME TAXES
          Income taxes consist of the following.



                                    1996      1995      1994

Current payable                     $  3,619  $  3,246  $  2,259
Deferred income taxes/(benefits)        (337)     (409)      365
Change in valuation allowance             --      (212)       --

Income taxes                       $  3,282  $  2,625  $  2,624


            Income taxes applicable to security transactions were
            $18, $14 and $17 in 1996, 1995 and 1994.


The following is a reconciliation of income
tax expense and the amount computed by
applying the statutory federal income tax rate
of 34% to income before income taxes.

<TABLE>
<CAPTION>
                                                                      1996      1995      1994
             <S>                                          <C>       <C>       <C>
             Statutory rate applied to income              $  3,824  $  3,288  $  3,103
             Adjustments
               Tax exempt interest income                    (1,053)   (1,048)   (1,086)
               Non-deductible interest                          160       144       156
               Merger expenses                                   --       111        66
               State income taxes                               531       374       333
               Alternative minimum tax                          (93)       --       (27)
               Surtax exemption and other                       (87)      (32)       79
               Change in valuation allowance                     --      (212)       --

                  Total income taxes                        $  3,282  $  2,625  $  2,624
             </TABLE>


The Corporation's deferred income tax assets and liabilities consist
of the following.
<TABLE>
<CAPTION>
                                                                      1996      1995
             <S>                                           <C>       <C>

             Deferred tax assets
               Allowance for loan losses                   $    959  $    563
               Accrued employee benefits                        519       392
               Alternative minimum tax carryforward             166       259
               Other                                             18         4

                                                           1,662     1,218
               Deferred tax liabilities
               Depreciation                                     684       605
               Unrealized gain on securities
                 available for sale                             165       612
               Mark to market adjustment on
                 loans held for sale                             10         1
               Accretion of securites discount                  131       112

                                                             990     1,330
                 Net deferred tax asset/(liability)        $    672  $   (112)
             </TABLE>
<PAGE>
<PAGE> 21
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)

Note 15 - COMMITMENTS AND CONTINGENT LIABILITIES

The Corporation leases various facilities and equipment.  These
leases expire at various times during the years 1997 through 2008
with renewal options through the year 2038.  Certain of these leases
are with companies controlled by directors of the Corporation and
its subsidiaries which had total lease payments of $30, $42 and $41
in 1996, 1995 and 1994.  Total rental expense for all leases for the
years 1996, 1995 and 1994, was $308, $166 and $94.  The following is
a schedule of future minimum lease payments.
<TABLE>
          <S>                 <C>
          1997                $   360
          1998                    287
          1999                    179
          2000                    169
          2001                    127
          Thereafter            1,427

            Total             $ 2,549
         </TABLE>

In the ordinary course of business, the Corporation's banking
subsidiaries have loans, commitments and contingent liabilities,
such as guarantees and commitments to extend credit, which are not
reflected in the consolidated balance sheets.  The Corporation's
exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for commitments to make loans and
standby letters of credit is represented by the contractual amount
of those instruments.  The Corporation uses the same credit policy
to make such commitments as is used for on-balance sheet items.
Outstanding loan commitments and customers' unused lines of credit
amounted to $100,546 and $74,779 at December 31, 1996 and 1995.
Outstanding standby letters of credit were $9,328 and $6,058 at
December 31, 1996 and 1995.  Since many commitments to make loans
expire without being used, the outstanding amount of commitments
does not necessarily represent future cash commitments.  Collateral
obtained upon exercise of the commitment is determined using
management's credit evaluation of the borrower and may include
accounts receivable, inventory, property, land and other items.

The Corporation was required to have $8,137 and $7,018 at December
31, 1996 and 1995, on deposit with the Federal Reserve or as cash on
hand or on deposit with other banks.  These reserves do not earn
interest.

Note 16 - SHAREHOLDERS' EQUITY

All share and per share amounts have been retroactively adjusted to
reflect the effect of the shares issued in the business combination
discussed in Note 2 as though these shares had been outstanding for
all periods presented.  A 5% stock dividend was paid on December 2,
1996, and November 30, 1995, and all average share and per share
amounts have been retroactively adjusted to reflect these stock
dividends.  Earnings per share amounts are based on average
outstanding shares of 3,315,808 for 1996, 3,316,264 for 1995 and
3,313,716 for 1994.

In 1993 the directors of the Corporation approved the establishment
of a Dividend Reinvestment and Stock Purchase Plan (Plan) to provide
shareholders a method of purchasing additional shares of the
Corporation's common stock by reinvesting their cash dividends or
making optional cash payments into the Plan.  Shares are credited to
the participant's account at the fair value of the Corporation's
<PAGE>
 <PAGE> 22
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)

Note 16 - SHAREHOLDERS' EQUITY - Countinued

stock at the date of the monthly purchase by the Plan.  The
directors of the Corporation reserved 50,000 shares for the Plan and
issued 383 shares in 1995 and 2,388 shares in 1994 to the Plan.  The
Plan was changed to a market only plan during the second quarter of
1995 and no more shares of common stock are reserved or will be
issued by the Corporation through this Plan.

The directors of the Corporation are being paid in stock per the
Director Stock Grant Plan approved by the shareholders in 1996.  The
Corporation's stock is purchased routinely on the market and held as
treasury stock until it is reissued as payment of director fees each
quarter.
<PAGE>
<PAGE> 23
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)


Note 17 - REGULATORY MATTERS

The Corporation is subject to various regulatory capital
requirements administered by the federal banking agencies.  Failure
to meet minimum capital requirements can initiate certain mandatory
- and possible additional discretionary - actions by regulators
that, if undertaken, could have a direct material effect on the
Corporation's financial statements.  Under capital adequacy
guidelines and the regulatory framework for prompt corrective
action, the Corporation must meet specific capital guidelines that
involve quantitative measures of  the Corporation's assets,
liabilities and certain off-balance sheet items as calculated under
regulatory accounting practices.  The Corporation's capital amounts
and classification are also subject to qualitative judgments by the
regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital
adequacy require the Corporation to maintain minimum amounts and
ratios (set forth in the table below) of Total and Tier 1 Capital
(as defined in the regulations) to risk-weighted assets (as
defined), and of Tier 1 Leverage Capital (as defined) to average
assets (as defined).  Management believes, as of December 31, 1996
and 1995, that the Corporation met all capital adequacy requirements
to which it is subject.

As of December 31, 1996, the most recent notifications from the
Office of Comptroller of Currency and the Commissioner of Banks and
Trust Companies in Illinois categorized the bank subsidiaries as
well capitalized under the regulatory framework for prompt
corrective action.  To be categorized as well capitalized the
Corporation must maintain minimum Total Capital, Tier 1 Capital,
Tier 1 Leverage Capital ratios as set forth in the table.  There are
no conditions or events since that notification that management
believes have changed the institutions' categories.

The Corporation's consolidated and individual banking subsidiaries'
actual capital amounts and ratios are also presented in the table.
<TABLE>
<CAPTION>
                                                                                                      To Be Well
                                                                                    For Capital   Capitalized Under
                                                                                     Adequacy     Prompt Corrective
                                                                      Actual         Purposes     Action Provisions

                                                                  Amount  Ratio    Amount  Ratio   Amount     Ratio
             <S>                                                <C>        <C>    <C>      <C>    <C>         <C>

             As of December 31, 1996
               Total Capital (to Risk Weighted Assets)
                 Consolidated                                    $ 75,594  14.33% $ 42,195  8.00% $ 52,744    10.00%
                 AmBank Indiana, N.A.                              43,308  12.82    27,024  8.00    33,780    10.00
                 AmBank Illinois, N.A.                             19,035  16.90     9,010  8.00    11,263    10.00
                 AmBank Illinois                                   12,165  15.87     6,131  8.00     7,663    10.00

               Tier 1 Capital (to Risk Weighted Assets)
                 Consolidated                                    $ 69,964  13.26% $ 21,098  4.00% $ 31,646     6.00%
                 AmBank Indiana, N.A.                              39,823  11.79    13,512  4.00    20,268     6.00
                 AmBank Illinois, N.A.                             17,627  15.65     4,505  4.00     6,758     6.00
                 AmBank Illinois                                   11,445  14.94     3,065  4.00     4,598     6.00


               Tier 1 Leverage Capital (to Average Assets)
                 Consolidated                                    $ 69,964  10.00% $ 27,993  4.00% $ 34,992     5.00%
                 AmBank Indiana, N.A.                              39,823   9.37    16,997  4.00    21,247     5.00
                 AmBank Illinois, N.A.                             17,627  10.63     6,633  4.00     8,291     5.00
                 AmBank Illinois                                   11,445  10.42     4,395  4.00     5,494     5.00
</TABLE>
<PAGE>
<PAGE> 24

AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)



Note 17 - REGULATORY MATTERS- Continued
<TABLE>
<CAPTION>                                                                                             To Be Well
                                                                                    For Capital   Capitalized Under
                                                                                     Adequacy     Prompt Corrective
                                                                    Actual           Purposes     Action Provisions

                                                                  Amount  Ratio    Amount  Ratio   Amount     Ratio
             <S>                                                 <C>       <C>    <C>       <C>   <C>         <C>

             As of December 31, 1995
               Total Capital (to Risk Weighted Assets)
                 Consolidated                                    $ 69,595  14.67% $ 37,961  8.00% $ 47,452    10.00%
                 AmBank Indiana, N.A.                              39,606  13.19    24,027  8.00    30,034    10.00
                 AmBank Illinois, N.A.                             18,015  17.56     8,208  8.00    10,260    10.00
                 AmBank Illinois                                   11,163  15.63     5,715  8.00     7,143    10.00

               Tier 1 Capital (to Risk Weighted Assets)
                 Consolidated                                    $ 64,573  13.61% $ 18,981  4.00% $ 28,471     6.00%
                 AmBank Indiana, N.A.                              36,462  12.14    12,014  4.00    18,020     6.00
                 AmBank Illinois, N.A.                             16,824  16.40     4,104  4.00     6,156     6.00
                 AmBank Illinois                                   10,476  14.67     2,857  4.00     4,286     6.00

               Tier 1 Leverage Capital (to Average Assets)
                 Consolidated                                    $ 64,573  10.01% $ 25,794  4.00% $ 32,243     5.00%
                 AmBank Indiana, N.A.                              36,462   9.63    15,149  4.00    18,936     5.00
                 AmBank Illinois, N.A.                             16,824  10.20     6,596  4.00     8,245     5.00
                 AmBank Illinois                                   10,476  10.17     4,120  4.00     5,150     5.00
</TABLE>

The Corporation and its wholly owned subsidiary banks are
subject to regulations which require the maintenance of
certain capital levels and, as a result, limit the amount of
dividends which may be paid by the banks.  IND and ROB are
regulated by the  Comptroller of the Currency, CAS is
regulated by the Commissioner of Banks and Trust Companies in
Illinois, while the Corporation is regulated by the Federal
Reserve Board.  The most restrictive of the regulations
generally requires the banks to maintain a minimum leverage
capital to total asset ratio.  As a result of this limitation,
approximately $21,303 of the $71,114 equity of the banks was
restricted and unavailable for the payment of dividends to the
Corporation at December 31, 1996.

Additionally, the amount of dividends the banks may pay to the
Corporation in a single year without approval from regulators
is limited by regulation.  Under the most restrictive
regulations, approximately $10,318 of undistributed earnings
of the banks was available for distribution to the Corporation
at December 31, 1996.  As a practical matter, dividends are
ordinarily restricted to a lesser amount because of the need
to maintain an adequate capital structure.

On September 30, 1996, the President signed into law an
omnibus appropriations act for fiscal year 1997 that included,
among other things, the recapitalization of the Savings
Association Insurance Fund (SAIF) in a section entitled, "The
Deposit Insurance Funds Act of 1996" (the Act).  The Act
included a provision where all insured depository institutions
would be charged a one-time special assessment on their SAIF
assessable deposits as of March 31, 1995.  The Corporation
recorded a pre-tax charge of $191 during the year ended
December 31, 1996, which represented 65.7 basis points of the
March 31, 1995, assessable deposits.

<PAGE>
<PAGE> 25
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share
data)


Note 18 - FAIR VALUES OF FINANCIAL INSTRUMENTS

The following table shows the carrying amount and
estimated fair value of financial instruments held by
the Corporation at December 31, 1996 and 1995.
<TABLE>
<CAPTION>


                               December 31, 1996       December 31, 1995

                               Carrying   Estimated    Carrying   Estimated
                                Amount    Fair Value    Amount    Fair Value
<S>                            <C>         <C>         <C>         <C>

Cash and cash equivalents      $   32,284  $   32,284  $   43,173  $   43,173
Interest bearing deposits
  in other banks                      590         590         692         692
Securities available for sale     170,724     170,724     173,469     173,469
Loans held for sale                 2,350       2,404       6,727       7,141
Loans, less allowance for
  loan losses                     488,837     488,033     437,635     429,848
Demand and savings deposits       281,248     281,248     275,087     275,087
Time deposits                     352,210     353,556     324,982     320,921
Short-term borrowings               5,286       5,286       6,788       6,788
Long-term debt                      2,309       2,309       2,677       2,677
</TABLE>

            For purposes of the above disclosures of estimated fair
value, the following assumptions were used as of December 31, 1996 and
1995.  The estimated fair value for cash and cash equivalents is
considered to approximate cost.  The estimated fair value for
securities is based on quoted market values for the individual
securities or for equivalent securities.  The estimated fair value for
commercial loans is based on estimates of the difference in interest
rates the bank would charge the borrowers for similar loans with
similar maturities applied for an estimated time period until the loan
is assumed to reprice or be paid.  The estimated fair value for other
loans is based on estimates of the rates the bank would charge for
similar such loans applied for the time period until estimated
repayment.  The estimated fair value for demand and savings deposits
is based on their carrying value.  The estimated fair value for time
deposits is based on estimates of the rates the bank would pay on such
deposits applied for the time period until maturity.  The estimated
fair value for short-term borrowings is considered to approximate
cost.  Rates currently available to the Corporation for debt with
similar terms and remaining maturities are used to estimate the fair
value of existing long-term debt.  The estimated fair value for other
financial instruments and off-balance sheet loan commitments
approximate cost and are not considered significant to this
presentation because the majority of these items are primarily at
variable rates and are not made for long term periods.

            While these estimates of fair value are based on
management's judgment of the most appropriate factors, there is no
assurance that were the Corporation to have disposed of such items at
December 31, 1996 and 1995, the estimated fair values would
necessarily have been achieved at that date, since market values may
differ depending on various circumstances.  The estimated fair values
at December 31, 1996 and 1995, should not necessarily be considered
to apply at subsequent dates.

            In addition, other assets and liabilities of the
Corporation that are not defined as financial instruments are not
included in the above disclosures, such as property and equipment.
Also, non-financial instruments typically not recognized in financial
statements nevertheless may have value but are not included in the
above disclosures.  These include, among other items, the estimated
earnings power of core deposit accounts, the earnings potential of
loan servicing rights, the earnings potential of trust departments,
a trained work force, customer goodwill and similar items.

<PAGE>
<PAGE> 26
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1996, 1995 and 1994
(Dollar amounts in thousands, except share and per share data)

Note 19 - PARENT COMPANY STATEMENTS

            Presented below are condensed balance
sheets, statements of income and cash flows for the
parent company.
<TABLE>
<CAPTION>
                                       Condensed Balance Sheets
                                      December 31, 1996 and 1995
                                                          1996        1995
<S>                                                   <C>         <C>
             ASSETS
Cash on deposit with subsidiaries                     $      806  $      673
Investment in bank subsidiaries                           71,114      66,901
Investment in non-bank subsidiaries                          494         454
Premises, furniture and equipment, net                       178         158
Other assets                                                 243         276

  Total assets                                        $   72,835  $   68,462

LIABILITIES
Other liabilities                                     $      652  $      750


             SHAREHOLDERS' EQUITY
Common stock                                              33,163      31,590
Treasury stock                                               (21)         --
Retained earnings                                         38,731      35,009
Unrealized gain/(loss) on securities
available for sale, net of deferred tax                      310       1,113

                 Total shareholders' equity               72,183      67,712

                 Total liabilities and
                     shareholders' equity              $   72,835  $   68,462

</TABLE>
<TABLE>
<CAPTION>
                                      Condensed Statements Of Income
                       For the years ended December 31, 1996, 1995 and 1994

                                                 1996      1995      1994

<S>                                            <C>       <C>       <C>
             OPERATING INCOME
Dividends received from bank subsidiaries      $  3,450  $  2,678  $  3,526
Rental income                                        --        --       240
Other income                                          8        35        32

Total operating income                            3,458     2,713     3,798

             OPERATING EXPENSE
Other expenses                                    1,871     2,315     1,003


INCOME BEFORE INCOME TAXES AND EQUITY IN
  UNDISTRIBUTED EARNINGS OF SUBSIDIARIES          1,587       398     2,795

Income tax credit                                  (354)     (351)     (181)

INCOME BEFORE EQUITY IN UNDISTRIBUTED
  EARNINGS OF SUBSIDIARIES                        1,941       749     2,976
Equity in undistributed earnings
of subsidiaries                                   6,025     6,296     3,526

  NET INCOME                                   $  7,966  $  7,045  $  6,502

</TABLE>

<PAGE>
<PAGE> 27
AMBANC CORP.
Notes To Consolidated Financial Statements-Continued
December 31, 1995, 1994 and 1993
(Dollar amounts in thousands, except share and per share data)


Note 19 - PARENT COMPANY STATEMENTS - Continued

             <TABLE>
<CAPTION>                          Condensed Statements Of Cash Flows
                          For the years ended December 31, 1996, 1995 and 1994
                                                 1996      1995      1994
<S>                                               <C>       <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                       $  7,966  $  7,045  $  6,50   Adjustments to reconcile net income
to
  net cash from operating activities
Depreciation                                            47        19       100
Equity in undistributed income of
subsidiaries                                        (3,450)   (2,678)   (3,526)
ther liabilities                                       (98)      547       (11)
Other assets                                            33        13        78

       Net cash from operating activities            4,498     4,946     3,143



       CASH FLOWS FROM INVESTING ACTIVITIES
Investment in subsidiaries                           (1,643)   (2,664)     (893)
Purchase of furniture and equipment                     (30)     (147)      (33)

       Net cash from investing activities            (1,673)   (2,811)     (926)


             CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid                                        (2,653)   (2,144)   (1,947)
Payment for fractional shares                            (18)      (12)       (4)
Treasury stock                                           (21)       37        --
Issuance of stock for dividend reinvestment
  and stock purchase plan                                 --        12        74

Net cash from financing activities                    (2,692)   (2,107)   (1,877)


NET CHANGE IN CASH AND CASH EQUIVALENTS                  133        28       340

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR           673       645       305
CASH AND CASH EQUIVALENTS AT END OF YEAR            $    806  $    673  $    645

</TABLE>

NOTE 20 - SUBSEQUENT EVENT

            An application has been made to merge the Illinois banks,
ROB and CAS, under the ROB National Bank charter.  It is anticipated
that the Comptroller of the Currency will approve this merger for
completion during the first quarter of 1997.

<PAGE>
<PAGE> 28
The management of AMBANC Corp. is responsible for the integrity of all
information contained in the accompanying financial statements and
other sections of this annual report.  The statements have been
prepared in conformity with generally accepted accounting principles
and include amounts that are based on management's best estimates and
judgment.

In meeting its responsibility, management relies on the systems of
internal control which are designed to provide reasonable assurance
that assets are safeguarded and that transactions are properly
executed and recorded.  The development and dissemination of written
policies and procedures, appropriate segregation of duties and
responsibilities and the conducting of a continuing comprehensive
program of internal audits provide further enhancements to the systems
of internal control.

The Audit Committee of the Board of Directors, consisting solely of
outside directors, meets periodically with management, the internal
auditors and the independent auditors to review audits, financial
reporting and other related matters.  The internal auditors and the
independent auditors have full and free access to the Audit Committee
to further assure their independence.

The financial statements have been audited by Deloitte & Touche LLP,
independent auditors for the years ended December 31, 1996 and 1995.
They were engaged to audit the financial statements and to express an
opinion thereon.  Their audit was conducted in accordance with
generally accepted auditing standards.





Robert G. Watson                                     Richard E.
Welling, CPA
Chairman of the Board,                               Secretary,
Treasurer and C.F.O.
President and C.E.O.


<PAGE>
<PAGE> 29
                           AMBANC CORP.
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section presents an analysis of the consolidated financial
condition of AMBANC Corp. (Corporation) and its wholly-owned
subsidiaries,  AmBank Indiana, N.A. (IND), AmBank Illinois, N.A.
(ROB), AmBank Illinois (CAS), American National Realty Corp. (ANR)
at December 31, 1996 and 1995, and the consolidated results of
operations for the years ended December 31, 1996, 1995 and 1994.
This review should be read in conjunction with the consolidated
financial statements, notes to consolidated financial statements
and other financial data presented elsewhere in this Annual Report.

On November 1, 1995, the Corporation issued 701,647 shares of its
common stock in exchange for all of the outstanding common stock of
First Robinson Bancorp (FRB), the parent holding company of ROB.
FRB was then merged into the Corporation.  This acquisition was
accounted for under the pooling of interests method.  Accordingly,
the Corporation's financial statements and financial data have been
retroactively restated to include the accounts and operations of
FRB for all periods presented.  Certain reclassifications have been
made to FRB's historical financial statements to conform to the
Corporation's presentation.  A 5% stock dividend was paid on
December 2, 1996 and November 30, 1995.  All share and per share
amounts have been retroactively restated to reflect the 5% stock
dividends and the shares issued for FRB.  Earnings per share
amounts are based on average outstanding shares of 3,315,808 for
1996, 3,316,264 for 1995 and 3,313,716 for 1994.

<PAGE>
<PAGE> 30
                       RESULTS OF OPERATIONS
      (Dollar amounts in thousands, except share and per share
data)

Net income for 1996 was $7,966 or $2.40 per share compared to $7,045
or $2.12 per share in 1995 and $6,502 or $1.96 per share in 1994.
Earnings expressed as a percent of average assets and average equity
were:

<TABLE>
<CAPTION>
                      Table I
                 Percent of               Percent of
                 Average Assets           Average Equity
<S>                   <C>       <C>       <C>            <C>        <C>       <C>
                      1996      1995      1994           1996       1995      1994

Net income            1.14%     1.09%     1.05%          11.58%     11.30%    11.19%

</TABLE>
The following is an analysis of the critical components
of net income for the years 1996, 1995 and 1994 with
discussion and analysis of the contrasts between these
periods and the effect of previous trends on anticipated
future earnings performance.

Net Interest Income
Net interest income is the principal source of the
Corporation's earnings and represents the difference
between interest income on interest earning assets and
the interest cost of interest bearing liabilities.
Income on certain interest earning assets is exempt from
federal income tax and, as is customary in the banking
industry, changes in net interest income are analyzed on
a fully tax equivalent basis.  Under this method, and
throughout this discussion, nontaxable income on loans
and securities is adjusted to an amount which represents
the equivalent earnings if such earnings were subject to
federal tax.  The marginal tax rate used to restate
nontaxable income was 34% for 1996, 1995 and 1994.

The yield on average interest earning assets and the rate
paid on average interest bearing liabilities is based
upon three major factors:  the yield/rate received or
paid, the mix of the individual components and the volume
of interest earning assets and interest bearing
liabilities.  While the national prime rate is not the
only indicator for yields received on assets or the rates
paid on liabilities by the Corporation, it does indicate
a general trend of current rates being received on assets
and paid on liabilities.  The national prime rate
averaged 7.14% during 1994, increased to an average of
8.83% during 1995 and decreased to an average of 8.27%
during 1996.  Yields received and rates paid by the
Corporation are a blend of current and past year's
interest rates due to the lag effect of the repricing of
both long-term assets and long-term liabilities.  
<PAGE>
<PAGE> 31
Tables II, III and IV illustrate the components of net
interest income for the last three years. Table II shows
the average balances, interest income or expense and
average yields and rates on interest earning assets and
interest bearing liabilities by type.  It also shows the
calculation of net interest margin for 1996, 1995 and
1994. Table III shows the change from year to year for
average interest earning assets and average interest
bearing liabilities and the resulting net interest
earning assets. Table IV shows the change in net interest
income from year to year and the allocation of that
yearly change between volume and rate by type of interest
earning asset and interest bearing liability.

<PAGE>
<PAGE> 32
<TABLE>
<CAPTION>
                                        RESULTS OF OPERATIONS - Continued
                                                    Table II
                             Consolidated Average Balance Sheets and Interest Rates
                                  Years ended December 31, 1996, 1995 and 1994
                         (Dollar amounts in thousands, except share and per share data)

                                               1 9 9 6                       1 9 9 5                        1 9 9 4

                                               Interest                      Interest                      Interest
                                     Average   Income/            Average    Income/            Average    Income/
                                     Balance   Expense  Average   Balance    Expense  Average   Balance    Expense  Average
ASSETS                               (Note A)  (Note B)  Rate   (Note A)  (Note B)  Rate   (Note A)  (Note B)   Rate

<S>                                 <C>       <C>       <C>    <C>        <C>         <C>    <C>       <C>       <C>
Interest earning assets
 Securities
  U.S. Government                    $111,473  $  6,756    6.06%  $107,553   $  6,166    5.73%  $125,846   $  6,864    5.45%
  State and municipal
    obligations                        52,493     4,325    8.24     50,112      4,298    8.58     51,211      4,474    8.74
  Other                                15,889       979    6.16     22,113      1,396    6.31     29,126      1,597    5.48

   Total securities                   179,855    12,060    6.71    179,778     11,860    6.60    206,183     12,935    6.27

 Interest bearing deposits
  in other banks                          628        38    6.05        914         54    5.91      1,548         75    4.85
 Loans held for sale                    5,441       389    7.15      4,307        326    7.57      6,849        536    7.83
 Total loans, less unearned
   (Notes A and C)                    467,509    42,725    9.14    416,489     38,073    9.14    368,198     30,882    8.39
 Federal funds sold                    13,076       710    5.43     11,842        685    5.78      7,424        295    3.97

   Total interest earning assets and
    interest income                   666,509  $ 55,922    8.39%   613,330   $ 50,998    8.32%   590,202   $ 44,723    7.58%

Noninterest earning assets
 Cash and due from banks               18,325                       18,372                        17,326
 Premises and equipment, net           10,249                        8,877                         9,044
 Other assets                          11,954                       10,906                         8,864
 Allowance for loan losses             (5,237)                      (4,636)                       (4,377)
 Unrealized loss on securities
   available for sale                    (214)                      (2,393)                       (1,519)

   Total assets                      $701,586                     $644,456                      $619,540


LIABILITIES AND SHAREHOLDERS' EQUITY
Interest bearing liabilities
 Savings and demand deposits         $218,090  $  6,709    3.08%  $212,092   $  6,662    3.14%  $225,280   $  6,485    2.88%
 Time deposits                        344,388    20,052    5.82    299,794     16,931    5.65    266,698     12,083    4.53

   Total savings and
     time deposits                    562,478    26,761    4.76    511,886     23,593    4.61    491,978     18,568    3.77
 Short-term borrowings                  7,383       385    5.22      8,129        437    5.38      9,649        409    4.24
 Long-term debt                         2,373       142    5.98      2,804        161    5.74      2,924        177    6.05

   Total interest bearing
    liabilities and
      interest expense                572,234  $ 27,288    4.77%   522,819   $ 24,191    4.63%   504,551   $ 19,154    3.80%

Noninterest bearing liabilities
 Demand deposits                       54,730                       55,527                        53,415
 Other                                  5,850                        3,766                         3,461
Shareholders' equity                   68,772                       62,344                        58,113

   Total liabilities and
    shareholders' equity             $701,586                     $644,456                      $619,540

Interest margin recap
 Interest income/interest
   earning assets                              $ 55,922    8.39%             $ 50,998    8.32%             $ 44,723    7.58%
 Interest expense/interest
   earning assets                                27,288    4.09                24,191    3.95                19,154    3.25

   Net interest income/interest
     earning assets                            $ 28,634    4.30%             $ 26,807    4.37%             $ 25,569    4.33%

</TABLE>

<PAGE>
<PAGE> 33
Note A - Included in total loans are nonaccrual loans
averaging $2,495, $1,127 and $818 for the years 1996,
1995 and 1994.

Note B - Interest income includes the effects of tax
equivalent adjustments using a marginal federal tax rate
of 34% for 1996, 1995 and 1994.  The total adjustment to
convert tax exempt loans and securities to a fully tax
equivalent basis was  $1,611, $1,606 and $1,670 for 1996,
1995 and 1994.

Note C - Net loan fees and costs included in interest
income on loans amounted to $1,275, $866 and $769, for
the years 1996, 1995 and 1994.


<PAGE>
<PAGE> 34
                         RESULTS OF OPERATIONS - Continued
                (Dollar amounts in thousands, except share and per
share data)

<TABLE>
<CAPTION>
                                            Table III
                             Changes in Net Interest Earning Assets


                                           1996 change               1995 change
                                            from 1995                 from 1994

                                  1996   Dollar  Percent    1995   Dollar  Percent    1994

<S>                             <C>      <C>        <C>   <C>      <C>        <C>   <C>
Average interest
  earning assets                $666,509 $53,179    8.67% $613,330 $23,128    3.92% $590,202
Average interest bearing
  liabilities                    572,234  49,415    9.45   522,819  18,268    3.62   504,551


       Net interest
         earning assets          $ 94,275 $ 3,764    4.16% $ 90,511 $ 4,860    5.67% $ 85,651
</TABLE>

<TABLE>
                                            Table IV
                                 Changes in Net Interest Income


                                 1996 compared to 1995     1995 compared to 1994
                                  increase/(decrease)       increase/(decrease)
                                   due to change in          due to change in

                               Volume   Rate     Total    Volume  Rate     Total

<S>                            <C>     <C>      <C>      <C>     <C>      <C>
Interest income
  Loans                        $4,663  $   (11) $ 4,652  $ 4,414 $ 2,777  $ 7,191

  Loans held for sale              81      (18)      63     (193)    (17)    (210)

  Interest bearing deposits
    with other banks              (17)       1      (16)     (37)     16      (21)

  Securities
    U.S. Government               237      353      590   (1,049)    351     (698)
    State and municipal
      obligations                 196     (169)      27      (94)    (82)    (176)
    Other                        (383)     (34)    (417)    (443)    242     (201)

      Total securities             50      150      200   (1,586)    511   (1,075)

  Federal funds sold               67      (42)      25      256     134      390

      Total interest income     4,844       80    4,924    2,854   3,421    6,275


Interest expense
  Savings and demand deposits     185     (138)      47     (414)    591      177
  Time deposits                 2,597      524    3,121    1,869   2,979    4,848
  Short-term borrowings           (39)     (13)     (52)     (82)    110       28
  Long-term debt                  (26)       7      (19)      (7)     (9)     (16)

      Total interest expense    2,717      380    3,097    1,366   3,671    5,037


        Net interest income    $2,127  $  (300) $ 1,827  $ 1,488 $  (250)$  1,238
</TABLE>

<PAGE>
<PAGE> 35
                         RESULTS OF OPERATIONS - Continued
                (Dollar amounts in thousands, except share and per
                                    share data)

Net interest income in 1996 increased $1,827 or 6.82%
from 1995, and the percent of net interest margin, or net
interest income to average interest earning assets,
decreased to 4.30% in 1996 from 4.37% in 1995.  This
increase in net interest income was due to an increase of
$3,764 or 4.16% in net interest earning assets during
1996 from 1995 and the increase in rates for both
interest earning assets and interest bearing liabilities.
The allocation of the yearly difference shows that $2,127
of the 1996 increase was due to volume changes while rate
changes reduced the net interest income by $300.  Rates
on both interest earning assets and interest bearing
liabilities increased in 1996, but the rate allocation
shows the .14% increase in the rates on interest bearing
liabilities exceeded the .07% increase in rates on
interest earning assets.

Net interest income in 1995 increased $1,238 or 4.84%
from 1994, and the percent of net interest margin
increased to 4.37% in 1995 from 4.33% in 1994.  This
increase in net interest income was due to an increase of
$4,860 or 5.67% in net interest earning assets during
1995 from 1994 and the increase in rates for both average
interest earning assets and average interest bearing
liabilities.  The allocation of the yearly difference
shows that $1,488 of the 1995 increase was due to volume
changes while rate changes reduced the net interest
income by $250.  Rates on both interest earning assets
and interest bearing liabilities increased in 1995, but
the rate allocation shows the .83% increase in rates on
interest bearing labilities exceeded the .74% increase in
rates on interest earning assets.

Provision and Allowance for Loan Losses
The provision for loan losses expense on the income
statement provides a reserve called the allowance for
loan losses (a contra asset on the balance sheet) to
which loan losses are charged as those losses become
evident.  Management of each bank determines the
appropriate level of the allowance for loan losses on a
quarterly basis utilizing a report containing loans with
a more than normal degree of risk.  This report is the
by-product of an ongoing loan review process, the purpose
of which is to determine the level of credit risk within
the portfolio and to ensure proper adherence to
underwriting and documentation standards.  Utilizing this
<PAGE>
<PAGE> 36
report, a specific portion of the reserve is allocated to
those loans which are considered to represent significant
exposure to risk.  In addition, estimates are made for
potential losses on commercial, agricultural, real
estate, installment, credit cards and other loans not
specifically reviewed based on historical loan loss
experience and other factors and trends.  Table V shows
the provision and allowance for loan losses for the last
five years.  Table VI includes the specific allocation
For loan losses at year end for the last five years.
<PAGE>
<PAGE> 37
                         RESULTS OF OPERATIONS - Continued
                (Dollar amounts in thousands, except share and per
share data)
<TABLE>
<CAPTION>

                                             Table V
                              Analysis of Allowance for Loan Losses


                            1996        1995        1994        1993       1992

<S>                       <C>         <C>         <C>         <C>        <C>
Balance at beginning
 of year                  $  5,022    $  4,531    $  4,238    $  4,168   $  3,957

Loans charged off
  Commercial                   329         349         352       1,327        777
  Agricultural                  --          --          (a)         (a)        (a)
  Real estate                  106          11          32         112        315
  Installment                  586         537         365         266        460
  Credit cards                 219         108          (a)         (a)        (a)
  Other                         26          14          59          49         50

      Total charge-offs      1,266       1,019         808       1,754      1,602

Charge-offs recovered
  Commercial                   196         115         548         177        152
  Agricultural                  70          78          (a)         (a)        (a)
  Real estate                   29           6          71          43         45
  Installment                  195         117         136         105        115
  Credit cards                  11           7          (a)         (a)        (a)
  Other                          7           5           8           7          6

      Total recoveries         508         328         763         332        318

      Net loans
         charged off          758         691          45       1,422      1,284
Current year provision       1,366       1,182         338       1,492      1,495


       Balance at
         end of year       $  5,630    $  5,022    $  4,531    $  4,238   $  4,168


Loans at year end         $494,467    $442,657    $388,657    $342,950   $311,097

Ratio of allowance
  to loans at year end        1.14 %      1.13 %      1.17 %      1.24 %     1.34 %

Average loans             $467,509    $416,489    $368,198    $325,544   $311,523

Ratio of net loans
  charged off to
  average loans                .16 %       .17 %       .01 %       .44 %      .41 %

(a) Unavailable but included in another classification.
</TABLE>

<TABLE>
<CAPTION>
                                            Table VI
                             Allocation of Allowance for Loan Losses


                             1996        1995        1994        1993        1992

<S>                        <C>         <C>         <C>         <C>         <C>
Commercial                 $ 1,305     $  1,231    $    936    $    954    $  1,061
Agricultural                    94          424         213         329         321
Real estate                    223          212         204         223         105
Installment                    350          451         674         457         412
Credit cards                   109           18          25          17          14
Unallocated                  3,549        2,686       2,479       2,258       2,255


   Total                   $ 5,630     $  5,022    $  4,531    $  4,238    $  4,168

</TABLE>

<PAGE>
<PAGE> 38
                         RESULTS OF OPERATIONS - Continued
                (Dollar amounts in thousands, except share and per
                                    share data)


Nonperforming Assets
Nonperforming assets are defined as nonaccrual loans for
which the ultimate collectibility of interest is
uncertain, but for which the principal is considered
collectible; restructured loans which have had an
alteration to the original interest rate, repayment terms
or principal balance because of a deterioration in the
financial condition of the borrower; and loans past due
over 90 days but still accruing interest because the
interest is ultimately considered collectible.  Impaired
loans covered in FAS 114 and 118 are defined by the
Corporation to be nonaccrual loans.  Nonperforming assets
also include other real estate owned which has been
acquired through foreclosure or acceptance of a deed in
lieu of foreclosure.  Other real estate owned is carried
at the lower of cost or fair value less estimated selling
costs, and is actively being marketed for sale.  Table
VII sets forth the components of nonperforming assets and
their percentage to loans and the allowance for loan
losses as a percent of nonperforming assets at December
31, for the past five years.

<PAGE>
<PAGE> 39
<TABLE><CAPTION>
                                            Table VII
                             Nonperforming Assets at December 31,

                           1996        1995        1994        1993        1992
<S>                      <C>         <C>         <C>         <C>         <C>
Nonaccrual loans         $  1,421    $    983    $    650    $  1,078    $  1,612
Restructured                3,089          45         490         565         265
90 days or more past
 due                        1,313       1,272       1,325         837       1,179

   Total nonperforming
     loans               $  5,823    $  2,300    $  2,465    $  2,480    $  3,056

Percent of loans             1.18 %       .52 %       .63 %       .72 %       .98 %

Allowance as a percent
  of nonperforming loans       97 %       218 %       184 %       171 %       136 %

Other real estate owned  $    324    $    280    $     72    $    145    $    215

Percent of loans              .07 %       .06 %       .02 %       .04 %       .07 %
</TABLE>

Assets considered to be nonperforming are reviewed more
frequently by management for repayment probability and
residual collateral values.  All restructured loans shown
above have been performing within the terms of their
restructured agreements.  In addition to the
nonperforming loans, there are other loans in the
portfolio that have been identified by management or
through an ongoing loan review process as having more
than a normal degree of risk.  These loans are reviewed
quarterly by management and totaled $12,922 or 2.61% of
total loans at December 31, 1996.

The provision for loan losses for 1996, 1995 and 1994 was
$1,366, $1,182 and $338 while net charge-offs were $758,
$691 and $45.  The increase in the provision in 1996 and
1995 was due in part to the increase of loans outstanding
and also to anticipated credit problems in the loan
portfolio.  Loans at December 31, 1996, were up $51,810
or 11.70% to $494,467 while nonperforming loans showed an
increase in both amount and percent of ending loans.
Nonperforming loans at December 31, 1996, were up $3,523
or 153.17% to $5,823 from $2,300 at December 31, 1995.
Nonperforming loans were also up to 1.18% of loans at
December 31, 1996, from .52% at December 31, 1995.  The
Corporation had one large commercial loan for $3,012
which was restructured during the fourth quarter of 1996.
This loan restructure added collateral, was made at a
market interest rate but did involve deferral of
principal payments.  The nonaccrual loans also includes
one commercial loan for $582 that has a specific reserve
allocation of $325 at year end.  Without the inclusion of
these two loans, the total nonperforming loans would be
only $2,229 and .45% of outstanding loans as of year end
1996.

<PAGE> 40
                         RESULTS OF OPERATIONS - Continued
             (Dollar amounts in thousands, except share and per
                                 share data)

Based upon the Corporation's review, considering
remaining collateral and/or financial condition of
identified loans with a more than normal degree of risk,
including nonperforming loans, historical loan loss
percentages and economic conditions, it is management's
belief that the $1,366 of provision for loan losses
during 1996 and the $5,630 of allowance for loan losses
at December 31, 1996, is adequate to cover future
possible losses.

Noninterest Income

<TABLE>
<CAPTION>
                                           Table VIII
                                  Changes in Noninterest Income

                                       1996 change             1995 change
                                        from 1995               from 1994

                               1996  Dollar Percent    1995  Dollar  Percent    1994
<S>                           <C>    <C>     <C>      <C>    <C>       <C>     <C>
Fiduciary income              $  654 $   52    8.64 % $  602 $   56    10.26 % $  546
Deposit service charges        1,586     66    4.34    1,520    246    19.31    1,274
Other operating income         1,122    132   13.33      990    (45)   (4.35)   1,035
Security gains/(losses)           28    (13) (31.71)      41     12    41.38       29

  Total noninterest income    $3,390 $  237    7.52 % $3,153 $  269     9.33 % $2,884
</TABLE>

As shown in Table VIII noninterest income was up in both
1996 and 1995.  Fiduciary income increased both years due
to the trust departments' having more assets under
management and due to the increase in the market
valuation of investments managed.  Deposit service
charges increased in both 1996 and 1995 and was due
mainly to increases in fees from nonsufficient and return
check charges.  These fees increased more dramatically in
1995 than in 1996.  Other operating income is composed of
many different items but the major reason for the
increase in 1996 was due to increased gains on sales of
loans held for sale and increased insurance commissions.
The 1995 decrease was also mainly due to decreases in
gains on sales of loans held for sale.  Loans held for
sale (see loan discussion) realized net gains of $409,
$191 and $229 in the years 1996, 1995 and 1994.

<PAGE>
<PAGE> 41
                         RESULTS OF OPERATIONS - Continued
                (Dollar amounts in thousands, except share and per
                                    share data)


Noninterest Expense
<TABLE>
<CAPTION>
                                            Table IX
                                 Changes in Noninterest Expense


                                        1996 change              1995 change
                                         from 1995                from 1994


                                1996  Dollar Percent     1995  Dollar  Percent     1994

<S>                           <C>     <C>      <C>    <C>      <C>        <C>    <C>
Salaries and
  employee benefits           $ 9,633 $  183    1.94 % $ 9,450 $  673     7.67 % $ 8,777
Occupancy expenses              1,218    167   15.89     1,051    (56)   (5.06)    1,107
Equipment expenses              1,220    103    9.22     1,117     79     7.61     1,038
Data processing expenses          480     92   23.71       388    (54)  (12.22)      442
FDIC insurance                    270   (420) (60.87)      690   (535)  (43.67)    1,225
Other operating expenses        4,978    172    3.58     4,806     76     1.61     4,730

  Total noninterest expense   $17,799 $  297    1.70 % $17,502 $  183     1.06 % $17,319

</TABLE>

The largest component of noninterest expense is salaries
and employee benefits which increased $183 in 1996 due to
$440 of salary increases offset by reductions of $257 in
employee benefits.  The employee benefits decreases were
the result of lower medical claims incurred, the 1995
curtailment of the CAS pension plan and lower education
expenses offset by increases in payroll taxes.  The
increase of $673 in salaries and employee benefits in
1995 was due to salary increases of $466 and employee
benefits increases of $207 due to increases in payroll
taxes, medical claims incurred and the CAS pension plan
curtailment.  Occupancy expense increased in 1996 after
decreasing during 1995.  The Corporation opened two new
branches in 1996 and two new branches in the latter part
of 1995 which caused this 1996 increase and also
influenced the salary increases in 1996.  The Corporation
had opened a new branch and made major repairs to several
other branches in 1994.  These 1994 expenditures caused
the occupancy expense to be down in 1995, but the new
branch did influence the salaries increase in 1995.  The
Corporation opened a new full service branch in
Vanderburgh county in Indiana during January 1997 and
will open a new instore Wal-Mart branch in that same
county during the second quarter of 1997.  These two new
branches will increase salaries, occupancy and equipment
expenses in future years.  Equipment expense increased in
both 1996 and 1995 and was due in part to new branches
and to expenses related to the continued increase in the
<PAGE>
<PAGE> 42
use of technology.  Data processing expenses increased in
1996 after decreasing in 1995.  All subsidiary banks are
now using one computer system which was installed during
the latter part of 1995.  Having this new data processing
system during all of 1996 caused data processing expenses
to increase.

The FDIC deposit insurance premium paid by the
Corporation for Bank Insurance Funds (BIF) was at a 0%
rate with a minimum annual payment of $2 per subsidiary
bank starting in 1996.  The banks have all been assigned
the classification of least risk by the FDIC and as such
are subject to the lowest deposit insurance rates
available from BIF.  The Corporation had $30,383 of
deposits as of December 31, 1996, purchased from savings
and loans by two of its subsidiary banks.  These deposits
(adjusted to a consistent percent of current deposits)
remain insured by the Savings Association Insurance Fund
(SAIF) rather than BIF.  The cost of SAIF to the
Corporation for these savings and loan deposits was .23%
for 1996 and 1995.  At September 30, 1996, a special one
time assessment was signed into law and charged on all
SAIF insured deposits.  This special assessment amounted
to .657% times 80% of SAIF deposits as of March 31, 1995,
and totaled $191 in 1996 for the Corporation.  This
special assessment was $118 after tax and had the effect
of reducing earnings per share for 1996 by $.04.  The
cost of BIF and SAIF fees through 1999 will be .0129% and
 .0644%.  Starting in the year 2000 it is anticipated that
the insurance expense on all deposits will be
approximately .0243%.

Other operating expenses increased both in 1996 and 1995.
The largest increases in 1996 were in telephone,
supplies, advertising, ATM charges, goodwill amortization
and outside labor less decreases in professional fees.
Most of these increases can be explained by the changing
of the name of all subsidiary banks to AmBank effective
July 1, 1996, the opening of new branches in 1996 and
1995 and the fact that 1996 did not have professional
fees related to an acquisition.  The goodwill increase
resulted from 1996 containing a full year of goodwill
amortization from deposits purchased in 1995.  The
largest increases in 1995 were in professional fees
related to acquisitions and increased goodwill
amortization related to purchased deposits.

<PAGE>
<PAGE> 43
                         RESULTS OF OPERATIONS - Continued
                (Dollar amounts in thousands, except share and per
                                    share data)

Income Tax
The Corporation's effective tax rate was 29.18%, 27.15%
and 28.75% in 1996, 1995 and 1994. The higher rates in
1996 and 1994 were due to 1995 having a lower effective
tax rate because of a reversal of an allowance relating
to the realization of alternative minimum tax credits of
$212.  Management determined that these credits would be
realized and the allowance was reversed during 1995.  The
major differences between the effective tax rate on the
financial statements and the federal statutory rate of
34% is interest income on tax exempt securities and loans
offset by nondeductible interest, nondeductible merger
expenses and state taxes.  The Corporation had tax exempt
income of $3,128, $3,118 and $3,218 for 1996, 1995 and
1994.  Note 14 to the consolidated financial statements
contains additional details of the differences between
the statutory taxes and taxes shown on the consolidated
financial statements.

<PAGE>
<PAGE> 44
                                FINANCIAL CONDITION
                (Dollar amounts in thousands, except share and per
                                    share data)

Investments
The Corporation's holdings of short-term investments and
securities serve as a source of liquidity to meet
depositor and borrower funding requirements, in addition
to being a significant element of total interest income.
Short-term investments, defined as federal funds sold and
interest bearing deposits in other banks, had combined
average outstanding balances of $13,704, $12,756 and
$8,972 for the years 1996, 1995 and 1994.  The year end
outstanding balances of short-term investments were
$6,465, $23,346 and $8,193 for 1996, 1995 and 1994.  The
significant changes in the amounts in short-term
investments from year to year is due to large
fluctuations in deposits from public and governmental
institutions which are invested in federal funds sold at
year end.  These deposits were being kept liquid to fund
commercial loan commitments at year end 1995 and for
possible liquidity needs of institutional deposits.

Effective December 31, 1993, the Corporation adopted FAS
115, "Accounting for Certain Investments in Debt and
Equity Securities".  With the adoption of FAS 115, all
securities were classified by management into one of two
categories, available for sale or held to maturity.  The
Corporation does not maintain any securities that are
held for trading.  Securities classified as available for
sale are securities that the Corporation intends to hold
for an indefinite period of time, but not necessarily
until maturity.  Securities available for sale are
carried at fair value with market adjustments, net of
related deferred taxes, being recorded in shareholders'
equity as unrealized gain or loss on securities.
Securities classified as held to maturity are carried at
amortized cost, calculated by using the level yield
method.  In November 1995 the Financial Accounting
Standards Board allowed a one time reclassification of
all securities without calling into question the intent
of an enterprise to hold other securities to maturity in
the future.  The Corporation reclassified all held to
maturity securities to available for sale securities in
December 1995.  This reclassification was made to allow
for all securities to be sold in response to changes in
interest rates, changes in prepayment risk or other
requirements of liquidity.  Since the original adoption
of FAS 115, and starting in December 1994, the equity
adjustment for mark to market of available for sale
securities has been deleted from inclusion in the
<PAGE>
<PAGE> 45
regulatory capital ratio calculations.  The mark to
market for available for sale securities at December 31,
1996, included market gains of $1,907 and market losses
of $1,432 for a net increase due to the mark to market of
$475 on securities with an amortized cost of $170,249.
The after tax effect of these available for sale
securities accounted for $310 of the total equity at
December 31, 1996.  The mark to market for available for
sale securities at December 31, 1995, included market
gains of $2,684 and market losses of $959 for a net
increase due to the mark to market of $1,725 on
securities with an amortized cost of $171,744 at December
31, 1995.  The after tax effect on these available for
sale securities accounted for a positive $1,113 of the
total equity at December 31, 1995.  The effect on the
total change in equity of the Corporation at December 31,
1996, from December 31, 1995, was a total decrease of
$803 due to this mark to market of available for sale
securities.  The difference between the mark to market
adjustment at December 31, 1996 and 1995, was due to the
difference in the market yields at these two year ends
when compared to the yields on the investments of the
Corporation classified as available for sale.  Sales of
available for sale securities in 1996 were $16,938 and
resulted in net gains of $28 while sales of $4,559
resulted in net gains of $18 in 1995 and sales of $14,999
resulted in net gains of $29 in 1994.  Calls and
maturities of held to maturity securities accounted for
net gains of $23 in 1995.  Other than U.S. Government
securities, there are no concentrations of securities
over 10% of shareholders' equity to any single issuer.
Table X presents securities outstanding at year end for
the preceding three years.

<PAGE>
<PAGE> 46

                          FINANCIAL CONDITION - Continued
                (Dollar amounts in thousands, except share and per
                                    share data)
<TABLE>
<CAPTION>
                                             Table X
                                   Securities at December 31,

                                                      1996        1995        1994

<S>                                                 <C>         <C>         <C>
Securities available for sale
  U.S. Government and its agencies                  $101,819    $101,710    $112,007
  States and political subdivisions                   55,776      51,837      11,266
  Corporate obligations                                1,823       3,590       4,965
  Collateralized mortgage obligations                  9,166      15,516      17,290
  Mutual funds                                         2,140         816       1,152

     Total securities available for sale             170,724     173,469     146,680

Securities held to maturity
  U.S. Government and its agencies                        --          --         500
  States and political subdivisions                       --          --      39,695
  Corporate obligations                                   --          --          --
  Collateralized mortgage obligations                     --          --          --
  Mutual funds                                            --          --          --

     Total securities held to maturity                    --          --      40,195


     Total securities                               $170,724    $173,469    $186,875
</TABLE>


The market value of securities held to maturity was
$39,177 for 1994.

Loans
The loan portfolio constitutes the major earning asset of
most bank holding companies and typically offers the best
alternative for obtaining the maximum interest spread
above the cost of funds.  The overall economic strength
of any bank holding company generally parallels the
quality and yield of its loan portfolio.  The
Corporation's total average loans were $467,509 in 1996,
an increase of $51,020 or 12.25% from 1995. The
Corporation had total average loans of $416,489 in 1995,
an increase of $48,291 or 13.12% from the 1994 total
average loans of $368,198.  Table XI presents loans
outstanding at year end for the preceding five years.

<PAGE>
<PAGE> 47
<TABLE>
<CAPTION>
                                            Table XI
                                      Loans at December 31,

                                      1996      1995      1994      1993      1992

<S>                                 <C>       <C>       <C>       <C>       <C>
Commercial                          $201,092  $172,782  $151,027  $126,738  $117,156
Agricultural                          55,404    65,239    44,876    52,569    51,953
Real estate                          129,116   107,123   101,111    81,945    75,193
Installment                          105,464    94,784    90,300    80,909    66,344
Credit cards                           3,686     3,722     3,351     3,039     2,192

  Total loans                        494,762   443,650   390,665   345,200   312,838
Unearned income                         (295)     (993)   (2,008)   (2,250)   (1,741)


  Total loans, net                  $494,467  $442,657  $388,657  $342,950  $311,097


Loans held for sale                 $  2,350  $  6,727  $  2,664  $ 16,919  $ 11,553


Composition of loan portfolio at December 31,
Commercial                             40.67 %   39.03 %   38.86 %   36.95 %   37.66 %
Agricultural                           11.20     14.74     11.55     15.33     16.70
Real estate                            26.11     24.20     26.01     23.89     24.17
Installment                            21.27     21.19     22.72     22.94     20.77
Credit cards                             .75       .84       .86       .89       .70
</TABLE>
<PAGE>
<PAGE> 48
                          FINANCIAL CONDITION - Continued
                (Dollar amounts in thousands, except share and per
                                    share data)


The economy rebounded in late 1992 and has continued
steady to strong through 1996.  The Corporation has
placed added efforts to take advantage of the increased
demand in commercial loans.  Commercial loans increased
$28,310 or 16.38% in 1996 from 1995, increased $21,755 or
14.40% in 1995 from 1994 and increased $24,289 or 19.16%
in 1994 from 1993.  While commercial loans have shown the
largest increases over the last five years, real estate
and installment loans have also increased during 1996.
As shown in Table XI the percentage of loans to total
loans for commercial, real estate, installment and credit
cards have remained very similar for 1995 and 1996 with
only agricultural loans having a change over 2%.
Agricultural loans actually decreased $9,835 or 15.08% in
1996 from 1995 after having increased $20,363 or 45.38%
in 1995 from 1994.  The government, through Farm Credit
Services, has become a major competitor in agricultural
lending.

Real estate loans shown in Table XI are mainly variable
rate loans.  These loans have increased $21,993 or 20.53%
in 1996 from 1995 and increased $6,012 or 5.95% in 1995
from 1994.  During these years the Corporation has placed
added emphasis on serving the real estate mortgage needs
of our customers.  The balance of real estate loans was
directly affected by the current rates on variable and
fixed rate mortgages.  As rates increase customers tend
to prefer variable rate mortgages and as rates decrease
customers tend to prefer fixed rate mortgages.  The
Corporation also makes conforming fixed rate mortgage
loans that can be sold into the secondary market with the
Corporation retaining more than 95% of the MSRs.  These
fixed rate mortgage loans are shown separately in Table
XI and on the balance sheet as loans held for sale.  The
Corporation's strategy has been to hold fixed rate loans
during periods of decreasing rates and sell them during
periods of increasing rates to realize a gain.  The
balance of loans held for sale at year end fluctuates a
great deal depending upon the variations of rates during
the year and the amount of these loans that are sold into
the secondary market.  Sales of loans held for sale were
$30,385, $16,231 and $35,676 for 1996, 1995 and 1994 with
corresponding net gains of $409, $191 and $229.  At
December 31, 1996, the Corporation serviced $97,606 of
loans for others which it sold into the secondary market.
This was a 22.02% increase from $79,990 of sold loans
serviced for others as of December 31, 1995.  As included
in Note 1 and 6 to the consolidated financial statements,
the Corporation adopted FAS 122 as of January 1, 1996,
and capitalized $307 of MSRs during 1996 and amortized to
expense $16 of these MSRs for a net carrying value of
$291 at December 31, 1996.  These loans serviced for
others were not included in the financial statements.
Installment loans increased $10,680 or 11.27% in 1996
over 1995, $4,484 or 4.97% in 1995 over 1994 and $9,391
or 11.61% in 1994 over 1993.  The level of consumer
lending normally relates directly to consumer confidence
in the economy, but the Corporation has seen increased
charge-offs of installment loans starting in 1995 and
1994 over 1993.  A lag effect does exist in charge-offs
and the Corporation has increased its lending criteria
for consumer loans starting in 1995.  The composition of
installment loans at December 31, 1996, was $97,735 of
vehicle and other secured loans, $4,564 of money lines
tied to second mortgages on real estate and $3,165 of
unsecured loans.

The loan portfolio contains no loans to foreign
governments, foreign enterprises or foreign operations of
domestic corporations.  Other than loans for real estate,
equipment and operating lines to farmers engaged in the
agricultural industry, the Corporation has no
concentrations of loans in the same or similar industries
that exceed 10% of total loans.

Deposits
The deposit base provides the major funding source for
earning assets of most bank holding companies.
Generally, demand, savings and time certificates less
than $100 are recognized as the core base of deposits
while certificates in excess of $100 and public funds are
more subject to interest variations and, thus, are not
included in the core deposit base.  Because of these
factors, management views the growth of demand, savings
and time certificates less than $100 as more stable
growth.  The Corporation's total average core deposits
were $541,704 in 1996, $519,453 in 1995 and $500,103 in
1994.  Total average deposits were $617,208, $567,413 and
$545,393 during 1996, 1995 and 1994.  Table XII indicates
the mix and levels of deposits at year end for the
preceding five years.


<PAGE>
<PAGE> 49

                          FINANCIAL CONDITION - Continued
                (Dollar amounts in thousands, except share and per
                                    share data)
<TABLE>
<CAPTION>
                                            Table XII
                                    Deposits at December 31,


                                      1996      1995      1994      1993      1992

<S>                                 <C>       <C>       <C>       <C>       <C>
Noninterest bearing                 $ 61,518  $ 63,116  $ 62,269  $ 62,145  $ 58,484
Interest bearing demand
  and savings                        219,730   211,971   218,896   226,030   217,633
Time, less than $100                 275,262   258,335   212,073   208,716   217,801
Time, $100 or more                    76,948    66,647    57,149    53,459    50,180


   Total deposits                   $633,458  $600,069  $550,387  $550,350  $544,098

</TABLE>

The Corporation opened new branches in 1996 and 1995 and
purchased $25,462 of deposits from a savings and loan
association in March 1995.  These new branches and
purchased deposits plus lower interest rates and the
general trend of consumers returning deposits to banks
from nonbanking institutions saw total deposits increase
$33,389 or 5.56% in 1996 from 1995 and $49,682 or 9.03%
in 1995 from 1994.  The largest growth in 1996 from 1995
was in time deposits both under and over $100 and
accounted for $27,228 of the increase while time deposits
increased $55,760 in 1995 from 1994.  Interest bearing
demand and savings deposits increased $7,759 in 1996 but
decreased $6,925 in 1995 and $7,134 in 1994.  Noninterest
bearing deposits decreased $1,598 in 1996, increased $847
in 1995 and remained constant in 1994.


<PAGE>
<PAGE> 50
                          LIQUIDITY AND CAPITAL RESOURCES
                (Dollar amounts in thousands, except share and per
                                    share data)

Liquidity and Rate Sensitivity
Cash flows for the Corporation occur within the
operating, investing and financing categories as follows:
Cash flows from operating activities emanate primarily
from interest income and fees reduced by interest expense
and overhead expense.  Investing activities generate or
use cash flows through the origination, purchase and
principal collection of loans; the purchase, maturity and
sale of investments; and the acquisition of property and
equipment for the Corporation.  Cash flows from financing
activities occur from deposits and withdrawals of deposit
accounts, increases or decreases in short-term borrowings
and long-term debt, and dividends paid by the
Corporation.

The Corporation's use and source of funds can be
determined by the changes in average balances of assets
and liabilities.  Table XIII summarizes funding uses and
sources for 1996 and 1995, showing average balances,
amount of dollar change from prior year and the percent
change from the prior year.

<TABLE>
<CAPTION>
                                                   Table XIII

                                                         1996                                   1995

                                           Average     Increase/(decrease)       Average      Increase/(decrease)
                                           Balance      Dollar      Percent      Balance       Dollar      Percent
Funding uses
  <S>                                    <C>          <C>             <C>      <C>           <C>
  Loans held for sale                    $    5,441   $    1,134      26.33 %  $     4,307   $   (2,542)    (37.12)%
  Taxable loans, net of unearned income     462,391       51,545      12.55        410,846       49,053      13.56
  Tax exempt loans                            5,118         (525)     (9.30)         5,643         (762)    (11.90)
  Taxable securities                        127,521       (1,325)     (1.03)       128,846      (17,882)    (12.19)
  Tax exempt securities                      52,120        3,581       7.38         48,539       (9,397)    (16.22)
  Interest bearing deposits in other
    banks                                       628         (286)    (31.29)           914         (634)    (40.96)
  Federal funds sold                         13,076        1,234      10.42         11,842        4,418      59.51

    Total uses                           $  666,295   $   55,358       9.06 %  $   610,937   $   22,254       3.78 %

Funding sources
  Noninterest bearing deposits           $   54,730   $     (797)     (1.44)%  $    55,527   $    2,112       3.95 %
  Interest bearing demand and
    savings deposits                        218,090        5,998       2.83        212,092      (13,188)     (5.85)
  Time deposits                             344,388       44,594      14.88        299,794       33,096      12.41
  Short-term borrowings                       7,383         (746)     (9.18)         8,129       (1,520)    (15.75)
  Long-term debt                              2,373         (431)    (15.37)         2,804         (120)     (4.10)
  Other                                      39,331        6,740      20.68         32,591        1,874       6.10

    Total sources                        $  666,295   $   55,358       9.06 %  $   610,937   $   22,254       3.78 %

</TABLE>


<PAGE>
<PAGE> 51

                    LIQUIDITY AND CAPITAL RESOURCES - Continued
                (Dollar amounts in thousands, except share and per
                                    share data)

Total average loans increased $51,020 or 12.25% to
$467,509 in 1996 from $416,489 in 1995.  In 1996
commercial loans averaged $238,462, real estate loans
averaged $125,978, installment loans averaged $99,459 and
credit cards averaged $3,610.  The average increase in
loans in 1996 was funded mainly by $5,998 of increased
average demand and savings deposits and $44,594 of
increased average time deposits.  The increase in the
average balances of these deposits was due to opening new
branches and offering more competitive rates for these
deposit products.  With more competitive rates, deposits
were returned to the banks that had previously been taken
to nonbanking institutions.

The Corporation anticipates an increase in loan demand
during 1997.  It is anticipated that this increase in
loan demand will be funded through deposits increases at
the new branches opened in 1997 or through the conversion
of assets as discussed in the next paragraph.

Outstanding loan commitments and customers' unused lines
of credit totaled $100,546 at December 31, 1996, which
was an increase of $25,767 or 34.46% from $74,779 at
December 31, 1995.  Standby letters of credit outstanding
at December 31, 1996, increased $3,270 or 53.98% to
$9,328 from $6,058 at December 31, 1995.  Letters of
credit typically are not funded.  To the extent, however,
that letters of credit, loan commitments and customers'
unused lines of credit require funding, these obligations
will be met by the normal conversion of short-term
investments, which totaled $6,465 at December 31, 1996,
investments with maturities of one year or less, which
totaled $39,058 at December 31, 1996, the sale of loans
held for sale plus the increase in deposits discussed.
IND is a member of the Federal Home Loan Bank of
Indianapolis and through this membership has the capacity
to borrow funds.  IND has approved borrowings up to
$50,000 as of February 1997, but used only a small
portion, $2,091, of this available funding as of December
31, 1996.  See Note 10 of the consolidated financial
statements for details.  This additional funding from the
Federal Home Loan Bank could be activated easily and
might be used in 1997 for a source of funding if
required.  Further liquidity, if required, would be
provided by conversion of securities available for sale
or other assets into cash or accessing sources of
<PAGE>
<PAGE> 52
incremental funding such as repurchase agreements or
federal funds purchased.

Interest rate sensitivity occurs when assets or
liabilities are subject to rate and yield changes within
a designated time period.  The rate sensitivity position,
or gap, is determined by the difference in the amount of
rate sensitive assets and rate sensitive liabilities at
various maturity intervals.  The management of this gap
position is required to protect the net interest rates
and to assure a greater degree of earnings stability.
Provided in Tables XIV through XVI are various repricing
information relative to securities, loans and deposits at
December 31, 1996.


<PAGE>
<PAGE> 53
<TABLE>
<CAPTION>
                                                    Table XIV
                               Maturities and Average Yields at December 31, 1996


                                 1 Year and Less     1 - 5 Years       5 - 10 Years     Over 10 Years        Total

                                  Dollar   Yield    Dollar   Yield    Dollar   Yield    Dollar   Yield    Dollar   Yield

<S>                              <C>        <C>    <C>        <C>    <C>        <C>    <C>        <C>    <C>        <C>
U.S. Government and its agencies $ 32,273   6.07%  $ 56,361   6.11%  $  3,199   7.51%  $  9,986   7.26%  $101,819   6.25%
State and political subdivisions    5,232   9.31     27,068   8.31     21,839   7.80      1,637   8.22     55,776   8.20
Corporate obligations                  --     --        326   9.10         --     --      1,497   7.56      1,823   7.83
Collateralized
  mortgage obligations                628   5.38      2,203   5.64        271   5.67      6,064   6.84      9,166   6.41
Mutual funds                          925   5.67         --     --         --     --      1,215   6.50      2,140   6.17


  Total                         $ 39,058   6.50 % $ 85,958   6.77 % $ 25,309   7.74 % $ 20,399   7.18 % $170,724   6.90 %

</TABLE>

<TABLE>
<CAPTION>
                                     Table XV
                         Maturity Ranges of Time Deposits

                   with Balances of $100 or More at December 31,


                                            1996        1995        1994

<S>                                       <C>         <C>         <C>
Three months or less                      $ 33,781    $ 29,372    $ 24,437
Over three through six months               17,572      11,460      12,558
Over six through twelve months              11,991       9,315       8,333
Over twelve months                          13,604      16,500      11,821


   Total                                  $ 76,948    $ 66,647    $ 57,149

</TABLE>


<TABLE>
<CAPTION>
                    LIQUIDITY AND CAPITAL RESOURCES - Continued
          (Dollar amounts in thousands, except share and per share data)

                                     Table XVI
                       Loan Maturities at December 31, 1996

                                    1 Year      1 - 5       Over 5
                                   and Less     Years       Years       Total

<S>                                <C>         <C>         <C>         <C>
Commercial                         $147,936    $ 44,461    $  8,695    $201,092
Agricultural                         42,548      12,084         772      55,404

</TABLE>

There were no material real estate construction loans
outstanding at December 31, 1996.
<TABLE>
<CAPTION>
Interest Rate Sensitivity of Above Loans Maturing After One Year

                                                        Commercial  Agricultural

                   <S>                                  <C>         <C>
                   Fixed rate                           $   18,112  $      4,158
                   Variable rate                            35,044         8,698


                      Total selected loans              $   53,156  $     12,856
</TABLE>
<PAGE> 54

<TABLE>
<CAPTION>

                                           Table XVII
                  Liquidity and Interest Rate Sensitivity at December 31, 1996

                                                 0 - 90       91 - 365        1 - 5
                                                  Days          Days          Years
Interest earning assets
   <S>                                          <C>           <C>           <C>
   Loans                                        $ 131,266     $ 134,362     $ 194,645
   Securities                                      23,417        21,624        40,619
   Other                                            5,970           197           298


      Total                                     $ 160,653     $ 156,183     $ 235,562

Interest bearing liabilities
   Savings and demand deposits                  $ 219,730     $      --     $     --
   Time, less than $100                           103,190        94,304        78,806
   Time, $100 or more                              34,771        28,272        13,198
   Other                                            5,553           133         1,046

Rate sensitive gap                              $(202,591)    $  33,474     $ 142,512
Rate sensitive cumulative gap                    (202,591)     (169,117)      (26,605)
Percent to total assets                            (28.19)%      (23.53)%       (3.70)%
</TABLE>

Rate sensitive gap as shown in Table XVII is defined as
the difference between the repricing of interest earning
assets and the repricing of interest bearing liabilities
within certain defined time frames.  Rate sensitive gap
is also expressed as a percentage of total assets based
upon the accumulation of the defined time frame gap
calculation.  Rate sensitive gaps constantly change as
funds are acquired and invested and the Corporation's
analysis as of December 31, 1996, is shown above.  As of
December 31, 1996, the Corporation had a negative gap of
$169,117 and 23.53% during the next one year period with
a negative gap of $202,591 and 28.19% relating to the
first quarter of 1997.  The effect of these negative gaps
may result in a negative impact on earnings in 1997 if
interest rates increase, but could result in a positive
impact on earnings if interest rates decline in 1997.
The above rate sensitivity analysis is significantly
impacted by the inclusion of savings and demand deposits
in the first quarter of the gap analysis.  These deposits
have historically not exhibited the same degree of
sensitivity to rate changes as other liabilities because
deposit rates are set by the Corporation.  If the above
analysis were changed to reflect the Corporation's actual
historical results, the savings and demand deposits would
be moved to the one to five year time frame.  With this
change the Corporation would have a positive gap of
$50,613 or 7.04% during the next one year period and a
positive gap of $17,139 or 2.38% relating to the first
quarter of 1997.


<PAGE>
<PAGE> 55
                    LIQUIDITY AND CAPITAL RESOURCES - Continued
                (Dollar amounts in thousands, except share and per
                                    share data)
Shareholders' Equity

Total shareholders' equity at December 31, 1996,
increased $4,471 or 6.60% to $72,183 from $67,712 at
December 31, 1995.  The change in the mark to market on
the unrealized gain on securities available for sale
between December 31, 1995 and 1996, resulted in
shareholders' equity decreasing $803.  Without this net
change in unrealized gain on securities available for
Sale, shareholders' equity would have increased $5,274 or
7.92% at December 31, 1996, from December 31, 1995.
Shareholders' equity contains a new caption, Treasury
stock, for the first time at December 31, 1996.  These
724 treasury shares were purchased on the market for
future payments of director fees under the Director Stock
Grant Plan as approved by the shareholders in 1996.
These treasury shares are purchased routinely and
reissued to the directors each quarter.  See Note 17 to
the consolidated financial statements for description of
the capital requirements for the Corporation and its
subsidiary banks.  By all measurements the Corporation
and its subsidiary banks were considered well
capitalized.  At December 31, 1996, the Corporation had
a Total Capital ratio of 14.33%, a Tier 1 Capital ratio
of 13.26% and a Tier 1 Leverage Capital ratio of 10.00%.


<PAGE>
<PAGE> 56
INTERIM FINANCIAL DATA

Table XVIII sets forth the condensed quarterly results of
operations and per share information for the years ended
December 31, 1996 and 1995.

<TABLE>
<CAPTION>
                             Table XVIII
                                                         Quarter Ended

                                         December    September     June       March
                                            31          30          30          31
<S>
1996                                             <C>         <C>         <C>         <C>
Interest income                         $   14,059  $   13,512  $   13,276  $   13,294
Interest expense                             7,034       6,800       6,733       6,721

  Net interest income                        7,025       6,712       6,543       6,573
Provision for loan losses                      700         100         299         267
Noninterest income                           1,048         712       1,028         772
Noninterest expense                          4,411       4,682       4,409       4,297

  Income before income taxes                 2,962       2,642       2,863       2,781
Income taxes                                   888         770         824         800

  Net income                            $    2,074  $    1,872  $    2,039  $    1,981

Per share
  Net income                            $      .63  $      .56  $      .61  $      .60
  Stock price (Note A)                       28.50       30.71       27.38       29.05

Weighted average outstanding shares      3,315,929   3,314,814   3,316,232   3,316,267

1995
Interest Income                         $   12,924  $   12,631  $   12,153  $   11,482
Interest expense                             6,609       6,326       5,961       5,295

  Net interest income                        6,315       6,305       6,192       6,187
Provision for loan losses                      535         361         140         146
Noninterest income                             873         896         756         830
Noninterest expense                          4,408       4,093       4,475       4,526

  Income before income taxes                 2,245       2,747       2,333       2,345
Income taxes                                   397         868         725         635


  Net income                            $    1,848  $    1,879  $    1,608  $    1,710

Per share
  Net income                            $      .56  $      .57  $      .48  $      .51
  Stock price (Note A)                       29.05       29.03       29.76       28.11

Weighted average outstanding shares      3,316,267   3,316,267   3,316,267   3,316,254

</TABLE>

<PAGE>
<PAGE> 57
Note A - The stock price above represents the sales price
of the last actual trade in each respective quarter as
reported in the Wall Street Journal restated for a 5%
stock dividend paid on December 2, 1996 and November 30,
1995.

                                     INFLATION
                (Dollar amounts in thousands, except share and per
                                    share data)

For a financial institution, effects of price changes and
inflation vary considerably from an industrial
organization.  Changes in the prices of goods and
services are the primary determinant of an industrial
company's profit, whereas changes in interest rates have
a major impact on a financial institution's
profitability.  Inflation affects the growth of total
assets, but it is difficult to assess its impact because
neither the timing nor the magnitude of the changes in
the consumer price index directly coincide with changes
in interest rates.

During periods of high inflation there are normally
corresponding increases in the money supply.  During such
times financial institutions often experience above
average growth in loans and deposits.  Also, general
increases in the price of goods and services will result
in increased operation expenses.  Over the past few years
the rate of inflation has been relatively low, and its
impact on the growth in the balance sheets and increased
levels of income and expense has been nominal.



                   Market Price of AMBANC Corp. Common Stock and
                            Related Shareholder Matters

The Corporation's common stock is traded on The Nasdaq
Small-Cap Market (NASDAQ) under the symbol AMBK.  The
quarterly range of the low and high trade prices per
share of the Corporation's common stock, as reported by
NASDAQ, is shown in Table XIX.  This information
represents prices between dealers and does not include
adjustments for mark-ups, mark-downs or commissions and
does not necessarily represent actual prices on
transactions.

<PAGE>
<PAGE> 58
<TABLE>
<CAPTION>
                                          Table XIX
                               1996               1995
                            Stock Range        Stock Range

<S>                       <C>                <C>
1st Quarter               $ 28.10 - 30.95    $ 27.44 - 29.93
2nd Quarter                 27.38 - 30.00      28.11 - 29.93
3rd Quarter                 27.14 - 30.95      27.67 - 30.84
4th Quarter                 27.50 - 30.95      28.57 - 30.71
</TABLE>
As of December 31, 1996, there were approximately 1,503
shareholders of record.  The Corporation pays cash
dividends on a quarterly basis.  Cash dividends paid by
the Corporation were $.80 per share in 1996 and $.76 per
share in 1995 and 1994.  Cash dividends, as restated to
reflect the acquisition of FRB under the pooling of
interests method of accounting, were $.65 and $.59 for
the years 1995 and 1994.  Refer to Note 17 to the
consolidated financial statements for information
concerning restrictions on dividends.

<TABLE>
<CAPTION>
                                        FIVE YEAR SUMMARY
                      (Dollar amounts in thousands, except per share data)

                                 1996(a)    1995(a)    1994(a)    1993(a)    1992

<S>                            <C>       <C>       <C>       <C>       <C>
AT PERIOD END
Actual balances
  Assets                       $ 718,754 $ 682,347 $ 625,240 $ 622,568 $ 610,407
  Securities                     170,724   173,469   186,875   210,774   211,196
  Loans                          494,467   442,657   388,657   342,950   311,097
  Allowance for loan losses        5,630     5,022     4,531     4,238     4,168
  Deposits                       633,458   600,069   550,387   550,350   544,098
  Shareholders' equity            72,183    67,712    58,210    57,722    52,552

Daily averages
  Assets                       $ 701,586 $ 644,456 $ 619,540 $ 601,232 $ 582,603
  Securities                     179,641   177,385   204,664   214,325   210,847
  Loans                          467,509   416,489   368,198   325,544   311,523
  Allowance for loan losses        5,441     4,636     4,377     4,152     3,966
  Deposits                       617,208   567,413   545,393   534,448   520,034
  Shareholders' equity            68,772    62,344    58,113    54,967    50,615

OPERATING RESULTS
Interest income                $  54,311 $  49,392 $  43,053 $  41,758 $  44,722
Net interest income               27,023    25,201    23,899    22,751    22,335
Provision for loan losses          1,366     1,182       338     1,492     1,495
Income before cumulative
  effect of accounting change      7,966     7,045     6,502     5,910     5,818
Net income                         7,966     7,045     6,502     6,162     5,818
Dividends paid on
  common stock                     2,653     2,144     1,947     1,701     1,581

PER SHARE DATA
Income before cumulative
  effect of accounting change  $    2.40 $    2.12 $    1.96 $    1.78 $    1.76
Cumulative effect of
  accounting change                   --        --        --       .08        --
Net income                          2.40      2.12      1.96      1.86      1.76
Cash dividends before
  pooling of interests               .80       .76       .76       .72       .72
Cash dividends restated for
  pooling of interests               .80       .65       .59       .51       .48
Book value at end of period        21.77     20.42     17.55     17.42     15.86
Book value at end of period
  before FAS 115                   21.68     20.08     18.61     17.20     15.86
Tangible book value at
  end of period                    21.24     19.83     17.47     17.37     15.80
Tangible book value at end
  of period before FAS 115         21.15     19.50     18.52     17.15     15.80
Weighted average
  outstanding shares           3,315,808 3,316,264 3,313,716 3,313,496 3,313,496

RATIOS
Return on average assets            1.14 %    1.09 %    1.05 %    1.02 %    1.00 %
Return on average equity           11.58     11.30     11.19     11.21     11.50
Dividends paid as a
  percent of net income            33.30     30.43     29.95     27.61     27.17
Tier 1 Leverage Capital            10.00     10.01      9.87      9.45      8.99
Efficiency ratio                   58.52     61.73     64.66     67.56     64.38

</TABLE>
(a) - reflects FAS 115 adjustments.