SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D.C. 20549

                                FORM 10-K
                                    
      [X] Annual Report Pursuant to Section 13 or Section 15(d) of
               The Securities Exchange Act of 1934
                             
               For the fiscal year ended December 31, 1998
                                   OR
      [ ] Transition Report Pursuant To Section 13 or 15(d) of The
                     Securities Exchange Act of 1934
                For the transition period from .. to .. 
                                    
                     Commission File Number 0-20142

                        BATH NATIONAL CORPORATION
          (Exact name of registrant as specified in its charter)
                                    
      New York                               16-1185097
  (State of Incorporation)                (I.R.S.  Employer
                                           Identification No.)
 44 Liberty Street
   Bath, New York                              14810
  (Address of principal                      (zip code)
   executive offices)
                          (607) 776-9661
           (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act:
                                    
     Title of Each Class   Name of Each Exchange Where Registered 
             
           None                            None
        Securities registered pursuant to Section 12(g) of the Act:
                                    
                  Common Stock Par Value $5 per Share
                           (Title of Class)

Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.

          Yes    X                  No ______

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. 
                          
    The aggregate market value of the voting common stock of the
registrant held by non-affiliates of the registrant as of March 15,
1999 was $65,894,000.

    Indicate the number of shares outstanding of each of the
Registrant's classes of common stock as of March 15, 1999.
<PAGE>   
    1,365,801 shares, common stock, $5.00 par value.                    
                             
                      DOCUMENTS INCORPORATED BY REFERENCE

    1)  Portions of Annual Report to Stockholders for the year ended    
        December 31,1998 - Part I & II
    2)  Portions of Proxy statement for 1999 Annual Meeting - Part III


<PAGE>

                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                                     
                          TABLE OF CONTENTS

            PART I
          

ITEM    1.  Business                                       1-25

ITEM    2.  Properties                                       25  

ITEM    3.  Legal Proceedings                                25

ITEM    4.  Submission of Matters to a                     
            Vote of Security Holders                         26

  
            PART II
 
ITEM    5.  Market for the Registrant's Securities
            and Related Stockholder Matters               26-27

ITEM    6.  Selected Financial Data                       27-29   

ITEM    7.  Management's Discussion and Analysis of
            Financial Condition and Results of                 
            Operations                                    29-33

ITEM    8.  Financial Statements and 
            Supplementary Data                               33   

ITEM    9.  Changes in and disagreements with Accountants
            on Accounting and Financial Disclosure           33


            PART III

ITEM   10.  Directors and Executive Officers
            of the Registrant                                33

ITEM   11.  Executive Compensation                           33

ITEM   12.  Security Ownership of Certain Beneficial       
            Owners and Management                            34 

ITEM   13.  Certain Relationships and Related
            Transactions                                     34


            PART IV

ITEM   14.  Exhibits, Financial Statement
            Schedules and Reports on Form 8-K             34-35   
            

<PAGE>









PART I

ITEM 1.  Business

     The Company functions primarily as the holder of stock of Bath
National Corporation (BNC or the "Company").  BNC is a one bank holding
company which was incorporated in 1982 and is registered under the Bank
Holding  company Act of 1956.  Bath National Bank (BNB or "the Bank")
is a full service commercial bank with trust powers. 

     BNC Financial Services, a financial services subsidiary that sells
annuities, life insurance and mutual funds, was incorporated during
1997.  This subsidiary employs three series seven investment
representatives.  Investment services are available at all branch
locations.  Investment products are sold through Caderet, Grant & Co.,
Inc. and is a member of NASD/SIPC.  Insurance products are offered
through Finger Lakes Investments Corporation, which is based in
Rochester, New York.  No proprietary funds are sold.
                                         
     In addition to holding the stock of BNB and BNC Financial Services
(collectively, the "Subsidiaries"), both of which are wholly-owned by
the Company, the Company assists in the management of the subsidiaries
as appropriate.  The Company is a legal entity separate and distinct
from the Subsidiaries.  The right of the Company to participate in any
distribution of the assets or earnings of the Subsidiaries is subject
to the claims of creditors of the Subsidiaries, except to the extent
that claims, if any, of the Company itself as a creditor may be
recognized.  BNC derives all of its income from dividends paid to it by
the Subsidiaries.

     The Bank offers personal and business checking accounts, savings
accounts, money market checking accounts, various types of certificates
of deposit, commercial loans, consumer/installments loans, real estate
loans, safe deposit boxes and provides such services as banking by
mail, drive up teller service, night depository, money orders, bond
coupon redemptions, cashier and travelers checks, credit cards, direct
deposit of social security funds, wire transfers and automatic teller
services (ATM's).  The Bank also offers individual retirement accounts. 
The Bank is a member of the Federal Deposit Insurance Corporation.  

     The following discussion of the business of the Company (primarily
that of BNB) contains certain statistical information concerning the
Company's operations.

Market Area and Competition:

The primary market areas of the Bank include Dundee, Hammondsport,
Erwin, Corning, Wayland, Hornell, Atlanta, Naples, Penn Yan, Watkins
Glen and Bath, New York  from which the Bank draws principally all of
its business.   

The area has a well developed system of financial institutions,
including banks, savings and loan associations, and credit unions.  
The Bank encounters aggressive competition for both deposit and loan
customers.  The Bank is required to compete with financial institutions
which are subsidiaries of larger bank holding companies.  The financial
institutions located in the Bank's market area offer all of the
services which the Bank offers.  Neither the Company nor the Bank has
any foreign operations.

<PAGE>

                                                                        
PART I, Continued

ITEM 1.  Business, Continued

Consolidated Average Balances


The following is a presentation of average assets, liabilities and
equity of the Company for the years ended December 31, 1998, 1997 and 
1996 with respect to each major category of assets, liabilities and
equity.

                                     AVERAGE ASSETS
                                 (dollars in thousands)

                    Year Ended         Year Ended         Year Ended    
                December 31, 1998  December 31, 1997  December 31, 1996

Interest Earning
  Dep. with Banks    $    900         $  2,200           $  3,300
Taxable Invest. Sec.   50,000           58,200             51,400
Non-Tax. Inv. Sec.     37,300           33,700             27,400
Federal Funds Sold      6,400            2,900              1,500
Net Loans             169,200          159,300            152,000

Total Earning Assets  263,800          256,300            235,600

Other Assets           19,300           15,900             16,700

Total Assets         $283,100         $272,200           $252,300

                                     
                            AVERAGE LIABILITIES AND EQUITY
                               (dollars in thousands)

Non-Int. Bearing    
    Deposits        $ 32,800         $ 29,400           $ 27,900
Interest Bear. Dep.       
    Savings           42,500           43,700             45,700
    NOW Accounts      35,200           34,500             33,200
    Money Market Acct 10,700           10,900             12,100
    Time Deposits    100,500           98,000             87,400
Federal Home Loan 
  Bank Borrowings      2,600              600              2,500
Securities Sold Under          
  Agree. to Repurch.  24,600           21,500             11,400
Other Liabilities      2,400            1,900              1,400
Federal Funds Purch.     100              300              1,200
                                      
Total Liabilities    251,400          240,800            222,800

Common Stock           6,800            6,800              6,800
Add. Paid in Capital   1,500            1,500              1,500
Retained Earnings     23,400           23,100             21,200

Total Equity          31,700           31,400             29,500

Total Liabilities
   and Equity       $283,100         $272,200           $252,300


<PAGE>


PART I, Continued

ITEM 1.  Business, Continued

Analysis of Net Interest Earnings

The following is a presentation of an analysis of the net interest    
earnings of the Company for years ended December 31, 1998, 1997 and
1996, respectively, with respect to each major category of interest-
earning assets and interest-bearing liabilities:

                                  Year Ended December 31, 1998
                                     (dollars in thousands)   
                                             Interest
                               Average       Earned        Average
         Assets                 Amount       or Paid    Yield or Rate 


Interest-Earning
 Deposits with Banks           $    900      $    51        5.67%
Taxable Investment Securities    50,000        3,469        6.94%
Non-Taxable Investment        
 Securities <F1>                 37,300        2,700        7.24%
Federal Funds Sold                6,400          346        5.40%
Net Loans <F2><F3>              169,200       15,058        8.90%

     Total Earning Assets      $263,800      $21,624        8.20% 


         Liabilities

Savings Deposits               $ 42,500      $ 1,163        2.73%
Now Deposits                     35,200          605        1.71%
Money Market Deposits            10,700          303        2.83%
Time Deposits                   100,500        5,430        5.40%
Federal Home Loan Bank
 Borrowings                       2,600          155        5.96%
Repurchase Agreements            24,600        1,522        6.19%
Federal Funds Purchased             100            4        4.00%

Total Interest-Bearing
     Liabilities               $216,200      $ 9,182        4.25%



Interest Income/Earning Assets                              8.20%

Interest Expense/Earning Assets                             3.48%

Net Yield                                                   4.72%

[FN]
<F1> Non-Taxable interest is stated on a tax-equivalent basis, using a
     marginal tax rate of 34%.

<F2> Net Loans includes non-accrual loans of $512,000.

<F3> Includes Loan Fees Totaling $100,000.                             
                          
<PAGE>


       
PART I, Continued

ITEM 1.  Business, Continued

Analysis of Net Interest Earnings, Continued

                                  Year Ended December 31, 1997
                                     (dollars in thousands)   
                                             Interest
                               Average       Earned        Average
         Assets                 Amount       or Paid    Yield or Rate 


Interest-Earning
 Deposits with Banks             2,200           127        5.77%
Taxable Investment Securities   58,200         4,118        7.08%
Non-Taxable Investment    
 Securities <F1>                33,700         2,475        7.34%
Federal Funds Sold               2,900           156        5.38%
Net Loans <F2><F3>             159,300        14,736        9.25%

     Total Earning Assets     $256,300       $21,612        8.44%


         Liabilities

Savings Deposits                43,700         1,207        2.76%
Now Deposits                    34,500           606        1.76%
Money Market Deposits           10,900           316        2.90%
Time Deposits                   98,000         5,331        5.44%
Federal Home Loan Bank
 Borrowings                        600            32        5.33%
Repurchase Agreements           21,500         1,372        6.38%
Federal Funds Purchased            300            19        6.33%

Total Interest-Bearing
     Liabilities              $209,500        $8,883        4.24%


Interest Income/Earning Assets                              8.44%

Interest Expense/Earning Assets                             3.47%

Net Yield                                                   4.97%

[FN]
<F1> Non-Taxable interest is stated on a tax-equivalent basis, using a
     marginal tax rate of 34%.

<F2> Net Loans includes non-accrual loans of $661,000.

<F3> Includes Loan Fees Totaling $60,000.

<PAGE>









PART I, Continued

ITEM 1.  Business, Continued

Analysis of Net Interest Earnings, Continued


                                  Year Ended December 31, 1996
                                     (dollars in thousands)   
                                             Interest
                               Average       Earned        Average
         Assets                 Amount       or Paid    Yield or Rate 


Interest-Earning
 Deposits with Banks           $  3,300      $    192       5.82%
Taxable Investment Securities    51,400         3,517       6.84%
Non-Taxable Investment      
 Securities <F1>                 27,400         2,043       7.46%
Federal Funds Sold                1,500            82       5.47%
Net Loans <F1><F2><F3>          152,000        13,955       9.18%

     Total Earning Assets      $235,600      $ 19,789       8.40% 


         Liabilities

Savings Deposits               $ 45,700      $  1,292       2.83%
Now Deposits                     33,200           583       1.76%
Money Market Deposits            12,100           344       2.84%
Time Deposits                    87,400         4,671       5.34%
Federal Home Loan Bank
 Borrowings                       2,500           158       6.32%
Repurchase Agreements            11,400           718       6.30%
 Federal Funds Purchased          1,200            76       6.33%

Total Interest-Bearing
     Liabilities                193,500         7,842       4.05%


Interest Income/Earning Assets                              8.40%

Interest Expense/Earning Assets                             3.32%

Net Yield                                                   5.08%

[FN]
<F1> Non-Taxable interest is stated on a tax-equivalent basis, using a
     marginal tax rate of 34%.

<F2> Net Loans includes non-accrual loans of $820,000.

<F3> Includes Loan Fees Totaling $62,000.                              
             
<PAGE>

PART I, Continued

ITEM 1.  Business, Continued

Rate/Volume Analysis of Net Interest Income

The effect on interest income, interest expense, and net interest
income in the periods indicated from changes in average balances
(volume) and changes in rate from the corresponding prior period is
shown in the tabulation on the following page.  The effect of a
change in average balance has been determined by applying the average
rate in the earlier period to the change in average balances. 
Changes resulting from rate variance from the prior period have been
determined by applying the average volume in the earlier period to
the change in average rate from the earlier to the later period. 
Changes in interest due to both rate and volume have been allocated
to changes due to volume and changes due to rate based on the
percentage relationship of such variances to each other.  The final
column entitled "Total Change" indicates the total change in the
gross interest income or expense over the prior year as indicated in
the later year's statement of income.

The Rate/Volume Analysis for the years ended December 31, 1998 and
1997, appear in their entirety on the following page.  

<PAGE>





































PART I, Continued

ITEM 1.  Business, Continued
                                     
             December 31, 1998 compared with December 31, 1997
                          (dollars in thousands)

                       Changes in net interest income as a result of:

                                                          Total
                                    Volume     Rate      Change
Interest earned on:
  Interest-earning
   deposits with banks             $  (75)    $   (1)   $   (76)
  Taxable Investment
   Securities                        (580)       (69)      (649)
  Non-Taxable
      Investment Securities           264        (39)       225
  Federal Funds Sold                  188          2        190 
  Net Loans                           916       (594)       322
Total Interest Income                 713       (701)        12

Interest paid on:
  Interest-bearing
      deposits                        284         15        299 

Change in net interest
   income                          $  429     $ (716)    $ (287)

                                     
                                     
               December 31, 1997 compared with December 1996
                            (dollars in thousands)

                       Changes in net interest income as a result of:

                                                        Total  
                                    Volume     Rate    Change
Interest earned on:
  Interest-earning
   deposits with banks            $   (64)   $    (1)  $  (65)  
  Taxable Investment
   Securities                         465        136      601 
  Non-Taxable
      Investment Securities           470        (38)     432
  Federal Funds Sold                   77         (3)      74
  Net Loans                           670        111      781

Total Interest Income               1,618        205    1,823 
Interest paid on 
  Interest-bearing
      deposits                        648        393    1,041

Change in net interest
   income                         $   970   $   (188) $   782

<PAGE>






PART I, Continued

ITEM 1.  Business, Continued

Investments

Investment securities comprised approximately 29% of the Bank's
assets at December 31, 1998, with loans comprising approximately 63%
of total assets.  The Bank invests primarily in obligations of the
United States or its agencies or obligations guaranteed as to
principal and interest by the United States or its agencies, and tax
exempt municipal securities.  The Bank's policy is to invest in
highly rated bonds.  The Bank also enters into Federal Funds
transactions with its principal correspondent bank, and acts as a net
seller of such funds.  The sale of Federal Funds amounts to a short-
term loan from the Bank to another bank.

A tabulation of the Bank's investments is included in its entirety on
the following page.

<PAGE>










































PART I, Continued

ITEM 1.  Business, Continued

Investments, Continued

The following tables present, at December 31, 1998, 1997, and 1996,
the book value and market values of both the available for sale (AFS)
and the held to maturity (HTM) categories of the Bank's investments. 
The table also indicates the amount of investments due in (i) one
year or less, (ii) one to five years, (iii) five to ten years, and
(iv) over ten years.
                                  1998                1997
 Investment         Book     Market   Avg.   Book     Market   Avg.
  Category          Value    Value    Yield  Value    Value    Yield
                    (dollars in thousands)   (dollars in thousands)

Available-for-Sale Investments:             

Obligations of U.S. 
   Treasury and other U.S.
   Agencies and Corporations:


  0 - 1 year        $3,803   $3,827   7.02%  $ 6,008  $ 5,990  4.75%
  1 - 5 years        5,784    5,793   6.06%    4,333    4,323  7.63%  
  5 - 10 years          -        -     -  %      987    1,001  7.09%  
  Over 10 years         -        -     -         -        -     -   


Obligations of States and
   Political subdivisions


  0 - 1 year       $ 1,685  $ 1,694   4.92%  $   982  $   986  5.99%  
  1 - 5 years       19,178   19,781   5.18%   14,756   15,067  5.10%  
  5 - 10 years      15,147   15,911   5.17%   18,932   19,666  5.28%
  Over 10 years      1,285    1,372   5.92%    1,367    1,433  5.70%


Other Securities


  0 - 1 year        $  737   $  739   7.54%      444      446  8.76%
  1 - 5 years          374      397   6.88%    7,445    7,436  6.83%
  5 - 10 years       2,035    2,020   6.60%    2,017    2,126  7.58%
  Over 10 years     15,133   15,039   6.56%   11,928   11,948  7.24%

Total AFS Securit. $65,161  $66,573          $69,199  $70,422

Held-to-Maturity Investments:
                    
Agency

  1 - 5 years       $20,000  $20,269  7.67%  $20,000  $20,539  7.67%

Total Securities    $85,161  $86,842         $89,199  $90,961

<PAGE>




PART I, Continued

ITEM 1.  Business, Continued

Investments, Continued


                                  1996                    
 Investment         Book     Market   Avg.                          
  Category          Value    Value    Yield                         
                    (dollars in thousands)                          
             

Obligations of U.S. 
   Treasury and other U.S.
   Agencies and Corporations:


  0 - 1 year        $10,511  $10,421  6.27%                         
  1 - 5 years         5,336    5,354  6.54%                           
  5 - 10 years           21       21  7.37%                           
  Over 10 years           -        -     -                          


Obligations of States and
   Political subdivisions


  0 - 1 year        $ 1,036    1,051  6.85%                           
  1 - 5 years         9,849    9,942  4.56%                           
  5 - 10 years       18,806   19,125  4.90%                         
  Over 10 years       1,355    1,360  5.17%                           


Other Securities


  0 - 1 year         10,534   10,181  9.45%                         
  1 - 5 years         6,749    6,694  8.25%                          
  5 - 10 years        3,198    3,348  9.23%                         
  Over 10 years       3,628    3,631  7.94%          

Total Securities    $71,023  $71,128         


Yields are computed on a tax equivalent basis using a marginal tax
rate of 34%.

As of December 31, 1998, a total of $71,743,226 of investments were
pledged to secure public deposits.  

<PAGE>











PART I, Continued

ITEM 1.  Business, Continued

Loan Portfolio:

The Bank engages in a full complement of lending activities,
including commercial, consumer/instalment, real estate loans and
accounts receivable financing.  At December 31, 1998, loans secured
by real estate comprised 48% of the total loan portfolio.  At
December 31, 1998 none of the real estate loans were being held
specifically for resale in the secondary market.

Loans Outstanding:

The following table presents various categories of loans contained in
the Bank's loan portfolio on the dates indicated and the total amount
of all categories on these dates:

                                   Year Ended December 31,
                                   (dollars in thousands)


Loan Type                1998      1997      1996      1995      1994
  
Commercial, Financial
  Agricultural        $ 56,435  $ 45,466  $ 38,224  $ 38,325  $31,520

Real Estate Mortgage    89,404    83,872    84,131    78,666   82,217

Installment Loans       36,922    31,805    33,244    29,765   24,097
  to Individuals

All Other                5,007     3,516     2,492     3,247    3,945

  Sub-Total            187,768   164,659   158,091   150,003  141,779

Allowance for Loan 
  Losses                 1,650     1,650     1,650     1,650    1,725
        

  Loans - Net         $186,118  $163,009  $156,441  $148,353 $140,054

<PAGE>



















PART I, Continued

ITEM 1.  Business, Continued

Loans Outstanding, Continued

Maturity Distribution and Interest Sensitivity:

The following tabulation presents an analysis of maturities of
Commercial, Financial, and Agricultural loans as of December 31, 1998 
stated in thousands of dollars:                                       
  
                                      Years To Maturity

     Loan Type              1 or less   1 - 5    Over 5    Total

Commercial, Financial,
   and Agricultural         $14,612     $11,347  $30,476   $56,435



Demand loans, loans having no stated schedule of repayments and no
stated maturity are reported as due in one year or less.

The following is a presentation of an analysis of sensitivities of    
commercial, financial and agricultural loans to changes in interest
rates as of December 31, 1998, stated in thousands of dollars:


Loans due after 1 year with predetermined         $14,865 
     Interest Rates


Loans due after 1 year with floating
     Interest Rates                               $26,958 


<PAGE>















  
   









PART I, Continued

ITEM 1.  Business, Continued

Non-Performing Loans and Leases:

The following table presents, for the period indicated, the aggregate
amount of non-accrual, past due and restructured loans:

Type of Loan      12/31/98   12/31/97   12/31/96   12/31/95  12/31/94

Loans accounted 
 for on non-
 accrual basis    $512,000   $661,000   $820,000   $435,000  $454,000

Number of loans         13          9         13          9        17

Accruing Loans 
 Past due 90 Days
 or more as to 
 principal or
 interest payments 274,000    330,000    321,000    209,000   324,000

Number of loans          7         47         38         17        17

Loans not included 
 above which
 are troubled debt 
 restructuring <F1>   ----       ----       ----       ----   290,000

Number of loans           0         0          0          0         2
[FN]
<F1> These are loans whose terms have been restructured to provide a   
     reduction or deferral of interest or principal because of a       
     deterioration in the financial position of the borrower.

Accrual of interest income is discontinued on loans when, in the
opinion of management, collection of such interest income becomes
doubtful.  When a loan is reclassified to non-accrual status, all
accrued interest is immediately charged against current income. 
Accrual of interest on such loans is resumed only when, in
management's judgment, the collection of said loan is probable.  At
that time, any accrued interest previously written off is restored
through current income.  Payments received on non-accrual loans are
applied to principal.

Interest income for the year ended December 31, 1998 would have
included approximately $40,000 of interest income for the above non-
accrual loans if they had kept current in accordance with their
original terms.  No interest income was included in income for 1998
for the non-accrual loans.

The Bank maintains a problem loan report.  As of December 31, 1998,
there were no individual loans identified which would materially
impact the Bank.                                              

The Bank has no foreign loans.

There are no concentrations of credit.

<PAGE>


PART I, Continued

ITEM 1.  Business, Continued

Summary of Loan Loss Experience:

An analysis of the loan loss experience is furnished in the following
table for the periods indicated, as well as the allocation of the
allowance for loan losses.  Loans are presented net of unearned
income.
                                 Year Ended December 31,
                                 (dollars in thousands)

                      1998      1997      1996      1995      1994
Allowance balance 
  at beginning
  of the year       $ 1,650   $  1,650  $  1,650  $  1,725  $  1,600


Loans Charged Off:
  Real Estate            35          0         0         0         9
  Commercial, 
   Financial & 
   Agricultural         101        134       191       212        59
  Installment Loans 
   to Individuals       177        166       111       146       180
  Credit Cards           90         81        47        31        28
         Total          403        381       349       389       276


Recoveries of Loans 
 Previously Charged Off:
  Real Estate              0         0         0        17         0
  Commercial, 
   Financial & 
   Agricultural           19        34        14        96        40
  Installment Loans 
   to Individuals         42        49        62        65       271
  Credit Cards             8         3         4         4        13
         Total            69        86        80       182       324

Additions charged to 
      Operations         334       295       269       132        77

Allowance Balance at
 end of the year    $  1,650  $  1,650     1,650     1,650     1,725



Average loans       $169,200  $160,200   152,000   142,900   137,700

Ratio of net 
 charge-offs during 
 the period to 
 average loans during
 the period             .19%      .18%      .18%      .15%     -.03%


<PAGE>




PART I, Continued

ITEM 1.  Business, Continued

Summary of Loan Loss Experience, Continued

At December 31, 1998, the allowance balance was allocated as follows:

                                                    % of loans
                                   Amount           in each type
        Loan Type              (in thousands)       to total loans   

Commercial, Financial
   and Agricultural              $1,200               30.05%          
       

Real Estate - Mortgage               45               47.61%

Installment loans to individuals    400               19.66%

All Other                             5                2.68%


               Total             $1,650              100.00%



At December 31, 1997, the allowance balance was allocated as follows:

                                                    % of loans
                                   Amount           in each type
        Loan Type              (in thousands)       to total loans

Commercial, Financial
   and Agricultural                $1,200               27.63%

Real Estate - Mortgage                 45               50.94%

Installment loans to individuals      400               19.32%

All Other                               5                2.11%


               Total               $1,650              100.00%

<PAGE>

















PART I, Continued

ITEM 1.  Business, Continued

Summary of Loan Loss Experience, Continued

At December 31, 1996, the allowance balance was allocated as follows:

                                                    % of loans
                                   Amount           in each type
        Loan Type              (in thousands)       to total loans   

Commercial, Financial
   and Agricultural              $1,100               24.18%          
       

Real Estate - Mortgage               50               53.22%

Installment loans to individuals    500               21.03%

All Other                             0                1.57%


               Total             $1,650              100.00%


At December 31, 1995, the allowance balance was allocated as follows:

                                                    % of loans
                                   Amount           in each type
        Loan Type              (in thousands)       to total loans

Commercial, Financial
   and Agricultural                $1,100               25.53%

Real Estate - Mortgage                 50               52.45%

Installment loans to individuals      500               19.85%

All Other                               0                2.17%


               Total               $1,650              100.00%

At December 31, 1994, the allowance balance was allocated as follows:

                                                    % of loans
                                   Amount           in each type
        Loan Type              (in thousands)       to total loans

Commercial, Financial
   and Agricultural                $1,175               22.24%

Real Estate - Mortgage                 50               57.99%

Installment loans to individuals      500               17.00%

All Other                               0                2.77%


               Total               $1,725              100.00%
<PAGE>

PART I, Continued

ITEM 1.  Business, Continued

Loan Loss Reserve, Continued

In considering the adequacy of the Bank's allowance for possible loan
losses and, thus, the amount of additions to the allowance charged to
operating expense in 1998, management has focused on the fact that as
of December 31, 1998, 30% of outstanding loans are in the category of
commercial loans.  Commercial loans are generally considered by
management as having greater risk than other categories of loans in
the Bank's loan portfolio.

Management considers loans to finance 1-4 family, owner occupied
property to have minimal risk due to the fact that these loans
represent conventional residential real estate mortgages where the
amount of the original loan does not exceed 80% of the appraised
value of the collateral.

The Bank's Board of Directors monitors the loan portfolio monthly to
enable it to evaluate the adequacy of the allowance for loan losses
quarterly and to implement its policy of identification and isolation
of potential problem loans.  The loans are rated and the reserve
established based on an assigned rating.  The provision for loan
losses charged to operating expenses is based on this established
reserve.  Factors considered by the Board in rating the loans include
delinquent loans, underlying collateral value, payment history,
financial condition of the borrowers, and local and general economic
conditions affecting collectibility.

While no assurance can be given, management believes that losses
during 1999 will be no more than the losses during 1998.  Although
management of the Company believes that the allowance (as
supplemented by projected provisions and recoveries) is adequate to
absorb anticipated losses, there can be no assurance that the Company
will not sustain losses in any given period which could be
substantial in relation to the size of the allowance or in relation
to the estimates set forth above.

<PAGE>






















PART I, Continued

ITEM 1.  Business, Continued                                          
                           
Deposits

The Bank offers a wide range of commercial and consumer deposit
accounts, including non-interest bearing checking accounts, money
market checking accounts (consumer and commercial), individual
retirement accounts, time certificates of deposit and regular savings
accounts.  The sources of deposits are residents, businesses,
employees of businesses and local municipalities within the Bank's
market area.

The Bank pays competitive interest rates on time and savings
deposits.  In addition, the Bank utilizes a service charge fee
schedule competitive with other financial institutions in the Bank's
market area, covering such matters as maintenance fees on checking
accounts, per item processing fees on checking accounts, returned
check charges and the like.

The following table presents, for the periods indicated, the average
amount of and average rate paid on each of the major deposit
categories:

                     Year Ended        Year Ended      Year Ended
                      12/31/98          12/31/97        12/31/96

                    Amount   Rate    Amount   Rate    Amount   Rate   
Deposit Category                  (dollars in thousands)

Non-Interest Bearing
 Demand Deposits    $32,800  N/A     $29,400  N/A     $27,900  N/A

NOW Deposits         35,200  1.71%    34,500  1.76%    33,200  1.75%

Money Market Dep.    10,700  2.83%    10,900  2.90%    12,100  2.84%

Savings Deposits     42,500  2.73%    43,700  2.77%    45,700  2.82%

Time Deposits       100,500  5.40%    98,000  5.44%    87,400  5.34%
 (including  
 Certificates of Dep.)


The following presents time certificates of deposit of $100,000 or
more and amounts of their maturities (amounts in thousands):

                                              Maturity

                                  3 Months                      Over
                                     or       3-6      6-12      12
                                    Less    Months    Months   Months

Time Certificates of Deposit      $10,365   $ 3,703   $ 2,958  $1,868

<PAGE>






PART I, Continued

ITEM 1.  Business, Continued

Return on Equity and Assets

Returns on average consolidated assets and average consolidated
equity for the periods indicated and certain other data are as
follows:
                                       Year Ended
                                       December 31,

                                1998       1997       1996

Return on Average Assets <F1>   1.20%      1.30%      1.37%
Return on Average Equity <F2>  10.76%     11.26%     11.69%
Dividend Payout Ratio <F3>        99%        76%        42%
Equity to Assets Ratio     
(Average) <F4>                 11.20%     11.54%     11.69%
[FN]
<F1> Net income divided by average assets
<F2> Net income divided by average equity
<F3> Dividends declared per share divided by net income per share
<F4> Average equity divided by average assets

Liquidity and Asset/Liability Management

Liquidity is the capacity of a banking enterprise to meet customer
loan demand, depositor withdrawals and other financial obligations. 
The most immediate and efficient source of liquidity for the Bank is
a line of credit with the Federal Home Loan Bank of NY.  Based upon
the current level of stock ownership, the Bank is authorized to
borrow up to $17.8 million.  In addition, the Bank has a borrowing
line with a correspondent bank in the amount of $4 million.  Other
sources of liquidity include repayment of loans, sale of loans and
securities maturing within one year, although the usefulness of such
securities for liquidity purposes is limited to the extent that such
securities are pledged.  Day to day changes in cash needs caused by
flows of customer funds in and out of the Bank are generally
reflected in adjustments to the federal funds position.               
                           
Liquidity is managed on the liability side mainly by the Company's
ability to attract sources of funds (such as large denomination
certificates of deposit) to supplement maturing earning assets.

Closely related to the concept of liquidity is the management of the
Company's asset/liability mix and interest rate sensitivity.  The
Board of Directors of the Company has the overall responsibility for
the implementation, communication, coordination and control of the
asset/liability and interest rate sensitivity policies for the
Company and the Bank.  These policies are implemented by an
Asset/Liability Management Committee which is charged with the
responsibility of assuring balance sheet flexibility primarily with
respect to liquidity and interest rate sensitivity.  Current,
prospective and unanticipated liquidity requirements are provided for
by attempting to preserve the high quality of marketable assets, by
managing the maturity structure of those assets and by maintaining
discretionary access to short-term funding sources.  The management
of interest rate sensitive asset and liability differentials,
referred to as "gaps", has become increasingly important as a result 

<PAGE>

PART I

ITEM 1.  Business, Continued

Liquidity and Asset/Liability Management, Continued

of the more volatile interest rate environment.  The continuing
deregulation of the banking industry has greatly increased the        
interest rate sensitivity of the Company's deposit base and has made
the monitoring of the "gap" between interest rate sensitive assets
and liabilities critical to continued profitability.  It is
management's policy to seek to achieve a relatively balanced interest
rate sensitivity position, with a goal of achieving stability in
earnings performance, regardless of interest rate volatility.

The table on pages 32 and 33 under the caption "Interest Rate
Sensitivity Analysis" provides information on interest sensitive
assets and liabilities.

Correspondent Banking

Correspondent banking involves the provision of services by one bank
to another bank which cannot provide that service for itself from an
economic or practical standpoint.  The Bank is required to purchase
correspondent services offered by larger banks, including purchase of
federal funds, security safekeeping, investment services, and wire
transfer services. 

Data Processing

The Bank's installation includes a full complement of hardware and
software to enable the Bank to provide total processing of its own
work on a daily basis with the exception of complete ATM processing. 
The Bank utilizes a service center as its link to the ATM Networks.

Facilities

The Bank's main office is located in a freestanding building built on
property located in Bath, New York.  The Bank has a drive-through
teller facility adjacent to its main office.  The Bank owns a branch
in Bath, which in addition to drive-through teller facilities, houses
its Electronic Data Processing installation.

The Bank also operates branch offices in Dundee, Hammondsport,
Hornell, Atlanta, Naples, Wayland, Erwin, Watkins Glen and Penn Yan,
New York.  These branches are equipped with both ATM's and teller
stations.  All of the offices, with the exception of our Atlanta,
Hammondsport, Penn Yan and Watkins Glen Offices, have drive-through
teller facilities.

The Company's offices are located in the Bank's main office.

Employees

The Bank presently employs approximately 148 persons on a full-time
equivalent basis, including four senior officers.  It is anticipated
that the Bank will hire additional persons as needed including
additional tellers and customer service representatives.

The bank offers certain fringe benefits to its qualified employees

<PAGE>

PART I, Continued

ITEM 1.  Business, Continued

Employees, Continued

including life insurance, health benefits and participation in a
profit sharing plan/401(K) plan.

Monetary Policies 

The results of operations of the Bank are affected by credit policies
of monetary authorities, particularly the Federal Reserve Board.  The
instruments of monetary policy employed by the Federal Reserve Board
include open market operations in US Government securities, changes
in the discount rate on member bank borrowings and changes in reserve
requirements against member bank deposits.  In view of changing
conditions in the national economy and in the money markets, as well
as the effect of action by monetary and fiscal authorities, including
the Federal Reserve Board, no prediction can be made as to possible
future changes in interest rates, deposit levels, loan demand or the
business and earnings of the Bank.

Supervision and Regulation

The Company and the Bank operate in a highly regulated environment,
with their business activities governed by statutes, regulations and
administrative policies.  The business activities of the Company and
the Bank are closely supervised by a number of regulatory agencies,
including the Board of Governors of the Federal Reserve System
("Federal Reserve Board") in the case of the Company, and in the case
of the Bank, the Office of the Comptroller of the Currency
("Comptroller") and the Federal Deposit Insurance Corporation
("FDIC").

The Company is regulated by the Federal Reserve Board (Board) under
the Federal Bank Holding Company Act of 1956, as amended.

A bank holding company must obtain Board approval before acquiring,
directly or indirectly, ownership or control of any voting shares of
a bank or bank holding company if, after such acquisition, it would
own or control 5% or more of such shares (unless it already owns or
controls a majority of such shares).  Board approval must also be
obtained before any bank or bank holding company merges or
consolidates with another bank holding company.  Furthermore, any
acquisition by a bank holding company of 5 percent or more of the
voting shares, or of all or substantially all of the assets, of a
bank located in another state is subject to approval provided in the 
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994.  
 
A bank holding company and its subsidiaries are prohibited from       
engaging in certain tie-in arrangements in connection with the
extension of credit or the lease or the sale of any property or the
furnishing of services.  The subsidiary bank of a bank holding
company is also subject to certain restrictions imposed by the
Federal Reserve Act on any extensions of credit to the bank holding
company or any of its subsidiaries, thereof, and on the taking of
such stocks or securities as collateral for loans.  The Board
possesses cease and desist powers over bank holding companies if
their actions represent unsafe or unsound practices or violations of
law.
<PAGE>

PART I, Continued

ITEM 1.  Business, Continued

Supervision and Regulation, Continued

A bank holding company is generally prohibited from acquiring more
than five percent of any class of voting securities of any company
which is not a bank and from engaging in any business other than the
business of banking or managing and controlling banks.  However,
there are certain activities which have been identified by the Board
to be so closely related to banking as to be a proper incident 
thereto and thus permissible for bank holding companies provided that
the Federal Reserve Board has notice of or has consented to the
acquisition.

In addition to the traditional activities of banks such as lending
and accepting deposit functions, the Bank is permitted to engage in,
by way of example, the following types of activities: acting as
investment or financial advisor to subsidiaries and certain outside
companies; leasing personal and real property or acting as a broker
with respect thereto; providing management consulting advice to non-
affiliated banks and non-bank depository institutions; providing
consumer financial counseling services; operating collection agencies
and credit bureaus; providing data processing and data transmission
services; acting as an insurance agent or underwriter with respect to
limited types of insurance; performing real estate appraisals;
arranging commercial real estate equity financing; providing
securities brokerage services; providing certain types of courier
services; and underwriting and dealing in obligations of the United
States, the states and their political subdivisions.

The Company and the Bank are subject to regulatory capital
requirements imposed by the Federal Reserve Board and the
Comptroller, respectively, which generally parallel each other.  In
1989, the Federal Reserve Board issued new risk-based capital
guidelines for bank holding companies which make regulatory capital
requirements more sensitive to differences in risk profiles of
various banking organizations.  These capital adequacy guidelines
issued by the Federal Reserve Board are applied to bank holding
companies on a consolidated basis with the banks owned by the holding
company.  These new requirements were phased in over a three year
period.  The new guidelines provided that by the end of 1990, banking
organizations must have had capital (as defined in the new rules)
equivalent to 7.25% of weighted risk assets.  By the end of 1992,
when the guidelines became fully effective, banking organizations
were required to have capital equivalent to 8% of risk assets.  The  
risk weights assigned to assets are based primarily on credit risk. 
Depending upon the riskiness of a particular asset, it is assigned to
a risk category.  For example, securities with an unconditional
guarantee by the United States Government are assigned to the lowest
risk category, whereas a risk weight of 50% is assigned to loans
secured by owner-occupied, one to four family residential mortgages. 
The aggregate amount of assets assigned to each risk category is
multiplied by the risk weight assigned to that category to determine
the weight values, which are added together to determine total risk-
weighted assets.

The Federal Reserve Board and the Comptroller have each issued
minimum capital leverage ratios to be used in tandem with the risk-

<PAGE>

PART I, Continued

ITEM 1.  Business, Continued

Supervision and Regulation, Continued

based guidelines in assessing the overall capital rules.  Bank
holding companies and national banks are required to maintain a ratio
of 3% "Tier 1" capital to total assets (net of goodwill).  "Tier 1"
capital includes common stockholder's equity, non-cumulative
perpetual preferred stock and minority interests in the equity
accounts of consolidated subsidiaries.

Both the risk-based capital guidelines and the leverage ratios are
minimum requirements, applicable only to top-rated banking
institutions.  Institutions operating at or near these levels are
expected to have well-diversified risk, excellent asset quality, high
liquidity, good earnings and in general, have to be considered strong
banking organizations, rating composite 1 under the OCC's CAMELS
rating system for banks or the BOPEC rating system for bank holding
companies.  Institutions with a lower rating and institutions with
high levels of risk or experiencing or anticipating significant
growth would be expected to maintain ratios 100 to 200 basis points
above the stated minimums.

The Company's ratio of capital to assets, as defined by the
regulations, as of the end of each of its last three fiscal years has
been as follows:
                            TIER I                  TOTAL RISK
                        LEVERAGE RATIO          BASED CAPITAL RATIO
                                 
                       Required    Company     Required     Company
                       Minimum      Ratio      Minimum       Ratio  
For year ended
   December 31, 1998    3.00%      10.34%       8.00%       18.09%
For year ended
   December 31, 1997    3.00%      11.12%       8.00%       21.31%
For year ended
   December 31, 1996    3.00%      11.56%       8.00%       22.27%

The scope of regulation and permissible activities of the Company and
the Bank is subject to change by future federal and state
legislation.

The Bank is subject to supervision by the Comptroller and the Federal
Deposit Insurance Corporation.  Various federal and state laws and
regulations apply to many aspects of the operations of the Bank,
including capital adequacy, reserves on deposits, loans, investments,
mergers and acquisitions, and the establishment of branch offices and
facilities.  Restrictions on rates of interest payable by banks on
deposits have been essentially eliminated.  The capital adequacy
guidelines of the Comptroller are substantially the same as those of
the Federal Reserve Board.

All of the revenue of the Company available for the payment of
dividends on the Common Stock results from amounts paid to the
Company by the Bank.  The Bank is required by Federal law to obtain
governmental approval for the payment of dividends to the Company if
the total of all dividends declared by the Bank in any year will
exceed the total of the Bank's net profits (as defined and 
<PAGE>


PART I, Continued

ITEM 1.  Business, Continued

Supervision and Regulation, Continued

interpreted by regulation) for that year and the retained net profits
(as defined) for the preceding two years less any required transfers
to surplus.  As of January 1, 1999, the Bank could have declared
aggregate dividends of approximately $2.8 million without the
approval of regulatory authorities.

The Comptroller has authority to prohibit a national bank from
engaging in conduct which, in his opinion, constitutes an unsafe or
unsound practice in conducting its business.  Thus, depending upon
the financial condition of the bank in question and other factors,
the Comptroller may assert that the payment of dividends or other
funds from a subsidiary bank to a bank holding company could
constitute, under certain circumstances, an unsafe or unsound banking
practice.  In addition, the capital guidelines of the Federal Reserve
Board, the Comptroller and FDIC could limit the amount of dividends
which the Company may pay in the future.  Furthermore, regulatory
pressures to reclassify and charge off loans and to establish
additional loan loss reserves can have the effect of reducing current
operating earnings and thus impairing an institution's ability to pay
dividends.

If at any time, the Federal Reserve Board believes that an activity
of the Company constitutes a serious risk to the financial safety,
soundness, or stability of the Bank or the Company, and is
inconsistent with sound banking principles or the purposes of the
Bank Holding Company Act, the Federal Reserve Board may require the
Company to terminate the activity or to terminate control over the
Bank.

On December 19, 1991, the Federal Deposit Insurance Corporation
Improvement Act of 1991 (FDICIA) was enacted.  Among other things,
FDICIA required FDIC to establish a risk-based assessment system for
FDIC deposit insurance.  FDICIA also contains provisions limiting
certain activities and business methods of depository institutions,
including limiting the acceptance of brokered deposits by certain
depository institutions; placing restrictions on the terms of bank
investment contracts that may be offered by depository institutions.
Finally, FDICIA provides for expanded regulation of depository
institutions and their affiliates, including parent holding
companies, by such institutions' appropriate Federal banking
regulator, and requires the appropriate Federal banking regulator to
take "prompt corrective action" with respect to a depository
institution if such institution does not meet certain capital
adequacy standards.

Governmental Policies and Legislation

The policies of regulatory authorities, including the Federal Reserve
Board and the FDIC, have had a significant effect on the operating
results of commercial banks in the past and are expected to do so in
the future.  An important function of the Federal Reserve System is
to regulate aggregate bank credit and money through such means as
open market dealing in securities, establishment of the discount rate
on member bank borrowings, and changes in reserve requirements 

<PAGE>

PART I, Continued

ITEM 1.  Business, Continued

Governmental Policies and Legislation, Continued

against member bank deposits.  Policies at these agencies may be
influenced by many factors, including inflation, unemployment, short-
term changes in the international trade balance, and fiscal policies
of the United States Government.

The United States Congress has periodically considered and adopted
legislation which has resulted in, and could result in, further
deregulation of both banks and financial institutions.  Such
legislation could modify or eliminate geographic restrictions on 
banks and bank holding companies and could modify or eliminate
current prohibitions against the Company's engaging in one or more 
non-banking activities.  Such legislative changes could place the
Company in more direct competition with other financial institutions,
including mutual funds, securities brokerage firms, insurance
companies and investment banking firms.  No assurance can be given as
to whether any additional legislation will be adopted and as to the
effect of such legislation on the business of the Company.

Significant Accounting Policies

The significant accounting policies of the Bank are documented in
Note 1 of the financial statements.

 
ITEM 2.  Properties

BNC occupies space at the main banking office of BNB.  No real
properties are owned or leased by BNC.

The Bank's operations are conducted from eleven full service
facilities located in Bath, Hammondsport, Atlanta, Naples, Wayland,
Dundee, Penn Yan, Hornell, Watkins Glen and Erwin, New York.  In
addition, the Bank also operates one seasonal office.  The seasonal
office is located in the Wayland-Cohocton Central School.  The main
office is located at 44 Liberty Street, Bath, New York.  All
administrative functions of the Bank are conducted at the main
office.  There is a drive-up facility adjacent to the main bank at 44
Liberty Street.  There is another drive-up, walk-up facility at West
Washington Street, Bath.  The Bank leases the building for its Penn
Yan and Erwin Offices and owns all of its other offices and branches. 
            
The carrying value of property for BNC on a consolidated basis as of
December 31, 1998 and 1997 is included under the caption "Notes to
Consolidated Financial Statements", Note 5, of the financial
statements found in the Annual Report to Shareholders
and is incorporated herein by reference.                              

BNC Financial Services is located in Dundee, New York and maintains
offices in each of the Bank's branch locations.                       
                     
ITEM 3.  Legal Proceedings

There are no material legal proceedings pending, or to the knowledge
of management, threatened against the Company or the Subsidiaries.

<PAGE>


PART I, Continued

ITEM 4.  Submission Matters to a Vote of Security Holders
                            None
 
                            PART II

ITEM 5.  Market for Registrant's Common Equity and Related            
         Stockholder Matters 

     A.  Market Information

During the period covered by this report and as of the date hereof,
there is no established public trading market for the Company's
common stock.

The range of high and low bid information (in dollars) for each full
quarterly period for 1998 and 1997:

                         1998                     1997      
                 1Q    2Q   3Q   4Q        1Q   2Q   3Q   4Q

High             40    44   47   49        38   39   39   40

Low              39    44   47   47        37   38   38   39


The high and low bid information represents the price paid for shares
of stock of the Company by investors purchasing through the Company's
market makers, First Albany Corporation and Sandler O'Neill &  
Partners, and trades between holders of Common Stock to the extent
the company is aware of such trades.

     B. Holders of Common Stock

As of March 15, 1999, the approximate number of holders of record of
the Company's common stock was 656.

     C. Dividends

For 1998 and 1997 the Company paid quarterly cash dividends,
amounting to a total for the year of $2.55 and $2.00 per share
respectively.  

The Bank is restricted in its ability to pay dividends to the Company 

<PAGE>


PART II, Continued

ITEM 5.  Market for Registrant's Common Equity and Related            
         Stockholder Matters, Continued

     C. Dividends, Continued
  
by banking regulations. Generally, dividends may be declared and paid
in cash or property only out of the retained earnings of the Bank. 
Dividends may not be declared or paid at any time that a bank does
not have the paid in capital and appropriate retained earnings as
required by law.  Dividends may not be paid without prior approval of
the regulator in excess of specified amounts as may be fixed by
banking regulations to ensure that banks maintain an adequate capital
structure.

ITEM 6.  Selected Financial Data

The data appearing on the following page represent selected
consolidated financial data of the Company for the years ended
December 31, 1998, 1997, 1996, 1995 and 1994 and are derived from the
Company's consolidated financial statements.  These data should be
read in conjunction with the Company's consolidated financial
statements and the notes thereto and Management's Discussion and
Analysis of Financial Condition and Results of Operations included
elsewhere herein and are qualified in their entirety thereby and by
other detailed information elsewhere in this Form 10K.

<PAGE>


































PART II, Continued
ITEM 6.  Selected Financial Data, Continued

                       1998      1997      1996       1995       1994
Condensed Statements         
of Income (in
thousands, except per
share data)
Interest Income <F1> $ 21,637  $ 21,478  $ 19,793  $ 18,226  $ 16,192 

Interest Expense 
  Deposits              7,485     7,447     6,891     6,280     4,506
Interest Expense
  Borrowings            1,681     1,436       952       271        61
 
  Net Interest Income  12,471    12,595    11,950    11,675    11,625

Loan Loss Provision       334       295       269       132        77 

Net Interest Income        
  After Loan Loss 
  Provision            12,137    12,300    11,681    11,543    11,548

Other Operating
  Income <F3>           1,503     1,108       993       898       856

Other Operating
  Expenses              8,047     7,560     6,951     6,768     6,579

Income Before
  Income Tax            5,593     5,848     5,723     5,673     5,825

Tax Equivalent
  Adjustment            1,029       930       779       668       590

Income Taxes            1,153     1,384     1,496     1,627     1,815

Net Income           $  3,411  $  3,534  $  3,448  $  3,378  $  3,420

Per Share Data <F2>

Book Value              22.99     23.12     22.23     20.90     18.69
Cash Dividends           2.55      2.00      1.05      1.20      2.51 
Net Income               2.56      2.61      2.52      2.49      2.66
Weighted Average
  Common Shares     1,331,567 1,354,869 1,365,832 1,354,492 1,285,762

Balance Sheet Data    
(in thousands, except
number of outstanding
shares) at 
December 31

Assets               $295,477  $271,734  $269,238  $235,165  $209,158
Securities (Book Val.) 84,799    89,198    91,022    64,937    43,878
Loans, Net            186,118   163,009   156,441   148,353   140,054
Deposits              224,604   212,042   208,473   197,760   180,866
Equity               $ 30,523  $ 31,137  $ 30,363  $ 28,554  $ 25,181
Common Shares
  Outstanding       1,365,801 1,365,801 1,365,801 1,366,234 1,346,780
Treasury Stock         37,953    19,203      -         -         -

<PAGE>
PART II, Continued

ITEM 6. Selected Financial Date, Continued
[FN]
<F1> Presented on a tax equivalent basis utilizing a marginal tax rate 
     of 34%.                                                          
<F2> All per share data has been restated to reflect a two-for-one     
     stock split on April 24, 1996.
<F3> Discount Revenue was reclassified from Other Operating Income to
     Interest for the years 1996 through 1994.

ITEM 7.  Management's Discussion and Analysis of Financial Condition  
         and Results of Operations.

The purpose of this section is to focus on relevant business events
and information provided in this Annual Report.  For a full
understanding of this discussion, reference should be made to the
Consolidated Financial Statements and Notes thereto, and the
Consolidated Financial Highlights herein and statistical data
included under Item 1 of this form 10K.

Liquidity and Capital Resources:

Management has not identified any trends, demands, commitments,
events or uncertainties that will result in or are reasonably likely
to result in any material decreases or increases in the Company's
liquidity.

Liquidity is an important factor in the financial condition of the 
Company and affects its ability to meet the borrowing needs and
deposit withdrawal requirements of its customers.  Assets, consisting
principally of loans and investment securities, are funded by
customer deposits.

The investment portfolio is one of the Company's primary sources of
liquidity.  The Company's primary sources of liquidity are federal
funds sold and purchased.  Other resources of liquidity include
repayment of loans and sale of loans.  Maturities of securities and
principal payments on mortgage backed securities provide a constant
flow of funds which are available for cash needs.  High quality
securities are readily marketable and provide another level of
liquidity.  Maturities in the loan portfolio also provide a steady
flow of funds.  At December 31, 1998 loans with an aggregate balance
of $45.7 million and securities of $10.5 million were due to mature
in one year or less.  Additional funds flow from payments on
installment and revolving credit loans and from a historically high
level of net operating earnings.  The Company's liquidity also
continues to be enhanced by a relatively stable deposit base.  At
December 31, 1998, the loan to deposit ratio was 84% and the ratio of
loans to core deposits (excluding certificates of deposit of $100,000
or more) was 91%.

In addition to the sources of liquidity above, the Bank may borrow
from the Federal Reserve Bank in the event of a short term liquidity
deficiency.  The Bank also has an agreement with its correspondent
bank to borrow overnight federal funds.  During 1998, the Bank had an
average daily net federal funds sold of $6.2 million.  The Bank is
also a member of, and has a line of credit with, the Federal Home
Loan Bank of New York, and based upon the current level of stock
ownership, the Bank is authorized to borrow up to $17.8 million under
this line.  The Bank borrowed an average of $2.6 million during 1998 
<PAGE>

PART II, Continued

ITEM 7.  Management's Discussion and Analysis of Financial Condition  
         and Results of Operations, Continued

Liquidity and Capital Resources, Continued

against this line of credit.

At December 31, 1998, banking regulations required conformity with a 
minimum risk based capital standard of 8%.  The Bank's risk based
capital level as of December 31, 1998 is approximately 18%.  Neither
the Company nor the Bank had any material commitments for capital
expenditures as of December 31, 1998.  The adequacy of the Bank's
capital is reviewed on an ongoing basis with reference to the size,
composition and quality of the Bank's resources.  An adequate capital
base is important for continued growth, expansion and added
protection against unexpected losses.

The Company has repurchased 37,953 shares of stock at a price equal
to the then current market value at the time of acquisition.  The
shares are being recorded on the cost basis and have not yet been
retired.  The Board of Directors believes the repurchase of this
stock was an excellent investment opportunity for the company and its
shareholders in light of the Company's strong capital position.

Year 2000

During 1998, management advised its Board of Directors of the issues
surrounding the approach of January 1, 2000.  Nearly all computer
hardware and software developed during the current century have been
programmed with two digit reference to each year.  Such hardware and
software, if not upgraded by January 1, 2000, may become useless. 
Management is undergoing a five phase project to respond to this
issue, with major emphasis upon identifying all applications and data
bases supporting the Bank's mission critical applications.  The five
phases are awareness, assessment, renovation, validation and
implementation, and will seek to neutralize not only the Bank's
vulnerability, but to determine the financial capacity of its
vendors, determine alternate vendors, and evaluate the capacity of
its customers to respond to this challenge.  A committee continues to
direct the Company's Year 2000 activities under the framework of the
FFIEC's Five Step Program.  Testing of critical applications has been
substantially completed with testing of other non-critical
applications expected to be completed by March 31, 1999.  The Company
has begun evaluating Year 2000 readiness of its commercial loan
applicants as part of the loan underwriting process and is calling
upon major existing borrowers to assess their readiness and identify
potential problems.

In addition, the Company is currently formulating a contingency plan
for business continuation in the event of Year 2000 systems failure. 
This contingency plan will be based upon the Company's existing
disaster recovery plan with modifications for Year 2000 risks.  The
Company expects to complete its systems contingency plan by June
1999.

Significant Year 2000 failures in the Company's systems or in the
systems of third parties (or third parties upon whom they depend)
could have a material adverse effect on the Company's financial
condition and results of operation.  The Company believes that its 
<PAGE>

PART II, Continued

ITEM 7.  Management's Discussion and Analysis of Financial Condition  
         and Results of Operations, Continued

Year 2000, Continued

reasonably likely worse case Year 2000 scenario is (i) a material
increase in the Company's credit losses due to Year 2000 problems for

the Company's borrowers and obligors, and (ii) disruption in
financial markets causing liquidity stress to the Company.  The
magnitude of these potential credit losses and disruption cannot be
determined at this time.

It is expected that costs associated with Year 2000 readiness
including hardware and software upgrades as well as costs of testing
will be approximately $75,000.
 
Results of Operations

Fiscal 1998 Compared with Fiscal 1997

Total bank assets grew from $271.7 million at year end 1997 to $295.5
at year end 1998 or 8.8%.  Loan demand increased sharply from $163.0
million at year end 1997 to $186.1 million at year end 1998, an
increase of 14%.  Deposits increased from $212.0 million to $224.6
million.  Securities sold under agreements to repurchase increased
from $23.8 million to $28.1 million. 

Although net income declined from $3.5 million to $3.4 million for
the year ended December 31, 1998, net income per share declined
modestly from $2.61 to $2.56.  New office openings and the staffing
required account for the decline.  As growth and the resulting income
derived from additional deposits and loans is realized we expect
earnings to improve.  

Net loan losses increased from $295,000 to $334,000.  Loan losses as
a percent of average loans outstanding however, remained steady at
 .18%. 

Other operating income increased from $292,000 to $613,000 due
primarily to the increase in the bank's mortgage broker fee income
and the additional fee income generated by BNC Financial Services. 

Fiscal 1997 Compared with Fiscal 1996

Total Bank assets continued to grow from $269.2 million at year end
1996 to $271.7 million at year end 1997.  Loan demand increased from
$156.4 million to $163.1 million or 4.3%.  Deposits increased from
$208.5 million to $212.0 million.

Net income increased from $2.52 per share in 1996 to $2.61 per share
in 1997.  Although the net yield on earnings assets continues to
decline (from 5.05% in 1996 to 4.96% in 1997), increased loan
activity is expected to provide a basis for improvement in 1998.

Net loan losses were higher than anticipated for 1997.  Bankruptcy
losses continue to plague the banking industry in general.

Salaries and employee benefits expense increased significantly in
1997 compared to 1996.  This increase is primarily due to the
duplication of positions resulting from the impending retirement of 
<PAGE>

PART II, Continued

ITEM 7.  Management's Discussion and Analysis of Financial Condition  
         and Results of Operations, Continued

Fiscal 1997 Compared with Fiscal 1996, Continued

four officers of the bank.  While management expects salaries to
remain approximately the same in 1998, additional employees have been
hired to staff the Erwin and Watkins Glen offices.

For detailed information concerning changes in operating income and
operating assets refer to Item 1, which includes statistical data.

Interest Sensitivity Analysis

The following table sets forth the maturity distribution of the
Company's interest-earning assets and interest bearing liabilities as
of December 31, 1998, the Company's interest rate sensitivity gap
(i.e. interest rate sensitive assets less interest rate sensitive
liabilities), the Company's cumulative interest rate sensitivity gap,
the Company's interest rate sensitivity ratio (i.e. interest rate
sensitive assets divided by interest rate sensitive liabilities) and
the Company's cumulative interest rate sensitivity ratio.  The
following assumptions were used in preparation of this table:
variable rate loans are included in the period in which their next
scheduled rate adjustment is expected to take place; fixed rate loans
are assumed to be repaid in accordance with their contractual terms; 
no prepayments are advanced on any loans; and securities are included
in the period in which they mature, or in the case of variable rate
securities, the period in which the next rate change is anticipated.  
                             
                                Interest Rate Sensitivity Analysis
                                     (dollars in thousands)

                         0-30   31-90  91-180 181-365  1 - 5   Over 5
As of
December 31, 1998:

Earning Assets:
 Federal Funds Sold                
 Loans                 46,700   5,700   8,300  19,800  69,700  35,900 
 
 Securities            20,000   1,300   4,000  21,100  21,600  16,800
 Total Earning Assets  66,700   7,000  12,300  40,900  91,300  52,700 
                                             
Interest Bearing Liab.
 Money Market Demand   11,400           
 Interest Bearing
  Deposits             36,100             
 Certificates of Deposit
  Under $100,000        8,500  14,200  17,700  36,000   3,700         
  $100,000 and over     6,300   3,900   3,700   4,500     500         
 Savings Accounts      43,000            
Securities Sold
 Agreement to Repurch.  7,400           1,800  18,900                 
FHLB Borrowings         5,000
 Federal Funds Purch.   2,100                                         
                      119,800  18,100  23,200  59,400   4,200
<PAGE>




PART II, Continued

ITEM 7.  Management's Discussion and Analysis of Financial Condition  
         and Results of Operations, Continued

Interest Sensitivity Analysis, Continued

Total Int. Bear. Liab.                                               
Incremental Gap <F1>   (53,100)(11,100)(10,900)(18,500) 87,100         
Cumulative Gap  <F2>   (53,100)(64,200)(75,100)(93,600) (6,500)        
Sensitivity Gap <F3>       .56     .39     .53     .69   21.73
Cumulative Sensit. <F4>    .56     .53     .53     .55     .97   
[FN]
<F1> Total earning assets less total interest bearing liabilities for  
     each period.

<F2> Total earning assets less total interest bearing liabilities,     
     cumulative for periods.
<F3> Total earning assets divided by total interest bearing            
     liabilities.
<F4> Total earning assets divided by total interest bearing            
     liabilities cumulative for periods.

Typically, a banking institution which is "liability sensitive" will
be expected to benefit from a decrease in interest rates and be
adversely impacted by an increase in interest rates.  However,
because (as noted above) the repricing of assets and liabilities is
frequently subject to management discretion, the correlation between
an institution's interest sensitivity position and a change in the
interest rate environment is rarely precise.  Although the Company
currently is "liability sensitive", within one year after December
31, 1998 a decline in interest rates would adversely impact the
Company to the extent that the Company determines not to make a
corresponding adjustment to the rates paid on NOW and money market
deposit accounts.

Inflation:

Inflation may effect financial institutions through impaired asset
growth, reduced earnings and substandard capital adequacy ratios. 
Since the majority of assets and liabilities are monetary in nature,
variations in economic policies issued by the Federal Reserve Board
to control interest rates have a greater impact on the profitability
of a financial institution.  The investment committee continually
monitors the rate sensitivity of its earning assets and interest
bearing liabilities to minimize any adverse effects on future
earnings.

Future Outlook:

The profitability of the Company, like all financial institutions, is
subject to the volatility of interest rates throughout the year.  The
composition of the Company's statement of financial condition and the
repricing frequency of its interest bearing assets and liabilities
have a direct impact on the interest margin, a key indicator of
profitability.  Since there will always be economic events and trends
that will influence the decision making of management, a main goal of
the Bank is controlling interest rate risk through managing the
interest sensitivity gap and by controlling the quality of assets
through credit policies and diversification.  At this time,
management believes that the Company's balance sheet does not include
significant concentrations of assets or liabilities that would have a
material adverse affect on earnings.
<PAGE>

Part II, Continued

ITEM 8.   Financial Statements and Supplementary Data

The information required under Item 8 is incorporated by reference to
the Registrant's Annual Report, for the fiscal year ended December
31, 1998, pages 6 through 9.

ITEM 9.   Changes in and Disagreements with Accountants on Accounting 
          and Financial Disclosures
                                    None                                
                                     
                              Part III      
                              
ITEM 10.  Directors and Executive Officers of the Registrant 

Information required by this Item 10 has been included in the
Registrant's Proxy Statement, included on pages 6 through 11, for its
1999 Annual Meeting filed with the Securities and Exchange Commission
in March 1999 and which is incorporated herein by reference.
                                                                   
ITEM 11.  Executive Compensation 

Information under this Item 11 has been included in the Registrant's
Proxy Statement, pages 8 through 11, for its 1999 Annual Meeting
filed with the Securities and Exchange Commission in March 1999 and
which is incorporated herein by reference.

ITEM 12.  Security Ownership of certain Beneficial Owners and         
          Management                                                 

Information under this Item 12 has been included in Registrant's
Proxy Statement, pages 7 and 8, for its 1999 Annual Meeting filed
with the Securities and Exchange Commission in March 1999 and which
is incorporated herein by reference.

ITEM 13.  Certain Relationships and Related Transactions  

Information under this Item 13 has been included in the Registrant's
Proxy Statement, page 12, for its 1999 Annual Meeting filed with the
Securities and Exchange Commission in March 1999 and which is 
incorporated herein by reference.


                                 PART IV

ITEM 14.  Exhibits, Financial Statement Schedules, and Reports on     
          Form 8-K   

A. Financial Statements, Financial Statement Schedules and Exhibits

The following consolidated financial statements and independent
auditor's report, included in pages 9 through 27 of the Registrant's
Annual Report for the fiscal year ended December 31, 1998, are
incorporated herein by reference:

         Independent Auditor's Report
 
         Consolidated Balance Sheets - December 31, 1998 and 1997

         Consolidated Statements of Income - Years ended December 31,
           1998, 1997 and 1996
<PAGE>

PART IV, Continued

ITEM 14. Exhibits, Financial Statement Schedules, and Reports on 
         Form 8-K, Continued

         Consolidated Statements of Stockholders' Equity - Years      
           ended December 31, 1998, 1997 and 1996

         Consolidated Statements of Cash Flows - Years ended December 
           31, 1998, 1997 and 1996

         Notes to Consolidated Financial Statements

B. Reports on Form 8-K                                        
                                                                     
No reports on form 8-K were required to be filed for the fourth
quarter of 1998.                                                      
                                                                      
C.  Exhibits 

The following exhibits are filed with this report.

         S-K
     Exhibit No.     Description of Exhibit

        3.1          Certificate of Incorporation*

        3.2          By-Laws of Registrant*

        4.1          Specimen Common Stock Certificate*

       10.1          Deferred Compensation Agreement*

       10.2          Early Retirement Plan - Officers*

       10.3          Trustee Fee Plan*

       10.4          Severance Agreement of Douglas L. McCabe

       10.5          Severance Agreement of Edward C. Galpin

       13            Annual Report to Security Holders

       21            Subsidiaries of the Registrant

       27            Financial Data Schedules
                     
*Filed with Registrant's Form 10-K for the year ended December 31,    
 1991 and incorporated herein by reference thereto.


D. Financial Statements Schedules

Financial Statements Schedules are omitted in this particular section
since the required information is inapplicable or the required
information is presented in the Consolidated Financial Statements and
related Notes to Consolidated Financial Statements presented as Item
8 in Part II.

<PAGE>



                                SIGNATURES

Pursuant to the requirements of Section 13 of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, hereunto duly authorized
as of the       day of        , 1999.

                                          BATH NATIONAL CORPORATION




                                          By:
                                            Douglas McCabe, President
                                            Chief Executive Officer

Pursuant to the requirements of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated all as of
the 30th day of March 1999.

Principal Executive Officer:


_____________________________
Douglas McCabe, President
Chief Executive Officer and
Director


Principal Financial and Accounting Officer:


______________________________________
Edward C. Galpin, Vice President,
Chief Financial Officer, and Director



Directors:


____________________________
Laverne H. Billings, Director


____________________________
Theodore P. Capron, Director


____________________________
Herbert Fort, Director


____________________________
Lisle E. Hopkins, Director


___________________________
Lawrence Howell, Director


<PAGE>




____________________________
Constance Manikas, Director


____________________________
Robert H. Cole, Director


____________________________
Joseph F. Meade, Jr., Director


____________________________
Freeman H. Smith, III, Director


____________________________
Patrick Sullivan, Director


____________________________
Alan J. Wilcox, Director