EXHIBIT 10.03

               CHANGE IN CONTROL AGREEMENT BETWEEN
  THOMAS E. SHERIDAN AND COMM BANCORP, INC. DATED SEPTEMBER 16, 1998

                            AGREEMENT

     This Agreement (the "Agreement") is entered into as of
September 16, 1998, by and between  COMM BANCORP, INC., a
Pennsylvania business corporation ("Bancorp"), and THOMAS E.
SHERIDAN (the "Executive").

     WHEREAS, the Board of Directors of Bancorp believes that it
is in the best interests of Bancorp that it seek to assure the
continued services of Executive, undiminished by any actual or
perceived threat to continued employment, both currently and, in
the event of any Change in control of Bancorp, for a reasonable
period thereafter; and

     WHEREAS, should Bancorp receive any proposal from a third
person concerning a possible business combination with, or
acquisition of equity securities of Bancorp, the Board believes
it imperative that Bancorp and the Board be able to rely upon
Executive to continue in his position, and that Bancorp be able
to receive and rely upon his advice, if it so requests, as to the
best interests of Bancorp and its shareholders without concern
that he might be distracted by the personal uncertainties and
risks created by such a proposal; and

  WHEREAS, should Bancorp receive any such proposals, in
addition to Executive's regular duties, he may be called upon to
assist in the assessment of such proposals, advise management and
the Board as to whether such proposals would be in the best
interests of Bancorp and its shareholders, and to take such other
actions as the Board might determine to be appropriate; and

  WHEREAS, Executive wishes to continue to serve in his present
capacity, but desires assurance that in the event of a Change in
Control, he will have a reasonable degree of financial security; 

  NOW, THEREFORE, to assure Bancorp that it will have the
continued dedication of Executive and the availability of his
advice and counsel notwithstanding the possibility, threat or
occurrence of a Change in Control of Bancorp, and to induce
Executive to remain in the employ of Bancorp, and for other good
and valuable consideration, Bancorp and Executive, intending to
be legally bound hereby, agree as follows:

   1. From the date hereof until the expiration of the 24-month
   period referred to in Paragraph 2 below, the parties hereto
   agree as follows.
       A. Prior to the prospect of any Change in Control of Bancorp,
     Executive's employment may be terminated by Bancorp for
     any cause, including disability.  In that event, Executive
     shall have no rights under this Agreement but shall be
     entitled to any benefits normally provided by Bancorp
     under such circumstances.
       B. If there is a Change in Control of Bancorp, and Executive
     is terminated without Cause of Constructively Terminated
     from the employ of Bancorp (or its successor) while this
     Agreement is in effect, then, in order to protect
     Executive against the possible consequences of any Change
     in Control of Bancorp and thereby to induce Executive to
     serve as a key employee of Bancorp, he shall be entitled
     to the termination benefits granted herein.
       C. Executive shall not, without the consent of Bancorp,
     terminate employment without giving at least 45 days prior
     written notice, which shall briefly describe the
     circumstances constituting a Constructive Termination, if
     any.

   2. If a Change in Control of Bancorp occurs, and Executive is
   terminated without Cause or Constructively Terminated from
   the employ of Bancorp (or its successor) during the 24 months
   following such a Change in Control, then Executive shall be
   paid and provided each of the following.
          A.  Within five business days after the date of any such
       termination of employment, Bancorp (or its successor)
       shall pay a Executive an amount equal to two (2) times
       his highest annual base salary rate during the five year
       period ending on the date of such termination.  This
       amount may be paid in a lump-sum or in twenty four (24)
       equal monthly installments as Bancorp (or its successor)
       may, in their sole discretion, decide.
          B.  Executive and his dependents shall continue to be covered
       until 24 months after the date of such termination by all
       health benefit programs of Bancorp (or its successor) in
       type and amount at least equivalent to that provided to
       Executive and his dependents by Bancorp immediately prior
       to the Change in Control, at a cost to Executive not
       exceeding the cost of equivalent coverage to senior
       management employees of Bancorp.  If participation in one
       or more of such programs is not possible under the terms
       thereof, Bancorp (or its successor) will provide
       substantially identical benefits outside the programs. 
       The rights of Executive and his dependents to
       continuation of health benefit coverage pursuant to
       Section 4980B of the Internal Revenue Code of 1986, as
       amended (the "Code") (or any successor section) shall
       commence 24 months after termination of Executive's
       employment.  Bancorp's (or its successor's) obligation to
       continue the above insurance coverage shall end should
       Executive and his dependents acquire substantially
       similar benefits as an incident of employment (or
       reemployment) or if provided to Executive and his
       dependents from any other source.
          C.  If all or any portion of the amounts payable to Executive
       under this Agreement, either alone or together with other
       payments which Executive has the right to receive from
       Bancorp, constitute "excess parachute payments" within
       the meaning of Section 280G of the Code that are subject
       to the excise tax imposed by Section 4999 of the Code (or
       any successor sections), Bancorp (and its successor)
       shall increase the amounts payable hereunder to the
       extent necessary to place Executive in the same after-tax
       position as he would have been in had no such excise tax
       been imposed on the payments hereunder.  The
       determination of the amount of any such excise taxes
       shall be made by the independent accounting firm employed
       by Bancorp (or its successor)  immediately prior to the
       Change in Control.
                   If at a later date it is determined (pursuant to
       final regulations or published rulings of the IRS,
       assessment by the Internal Revenue Service or otherwise)
       that the amount of excise taxes payable by Executive is
       greater than the amount initially so determined, then
       Bancorp (or its successor) shall pay Executive an amount
       equal to the sum of (i) such additional excise taxes,
       plus (ii) any interest, fines and penalties with respect
       to such additional excise taxes, plus (iii) the amount
       necessary to reimburse Executive for any income, excise
       or other taxes payable by Executive with respect to the
       amounts specified in (i) and (ii) above and the
       reimbursement provided by this clause (iii).
          D.  Executive shall continue to be indemnified under
       Bancorp's Amended Articles of Incorporation and Bylaws
       and covered, for at least six years following such Change
       of Control, by directors' and officers' liability
       insurance and fiduciary liability insurance policies that
       are the same as, or provide coverage at least equivalent
       to, those Bancorp carries at the date of the Change in
       Control.

    3.  As used herein, the following terms shall have the meanings
    indicated.
              A.    "Change in Control" shall mean
                     (i)   acquisition of ownership (whether directly,
                           indirectly, beneficially or of record) of 25% or
                           more of the voting power of all outstanding stock
                           of Bancorp by any person (including, without
                           limitation, a corporation, trust, partnership,
                           joint venture, or individual) (a "Person") or by
                           any group of Persons who have agreed to act
                           together for the purpose of acquiring, holding,
                           voting, or disposing of such shares;
                     (ii)  merger or consolidation of Bancorp in which the
                           stockholders of Bancorp before such merger or
                           consolidation do not, as a result of the merger or
                           consolidation, own at least 50% of the outstanding
                           voting power of the surviving entity following such
                           merger or consolidation;
                    (iii)  nomination and election of 50% or more of the
                           members of the  Board of Directors of Bancorp
                           without the recommendation of the Board; or
                     (iv)  disposition by Bancorp of its banking subsidiary,
                           "Change in Control" shall not include acquisition
                           of Bancorp stock by a qualified employee benefit
                           plan, or action by the members of the Board of
                           Directors when acting as the Board of Directors.
              B.    "Cause" shall mean (i) Executive's conviction of a
          felony, (ii) wilful misconduct that is substantially
          detrimental to the business of Bancorp, or (iii) absence
          from full time service to Bancorp as a result of physical
          or mental illness for six consecutive months, in each
          case determined by vote of not less than a majority of
          the directors of Bancorp then in office, after reasonable
          notice to Executive and an opportunity for him to be
          heard before a meeting of the Board of Directors, held
          upon reasonable notice to all directors.
              C.    "Constructive Termination" shall mean a resignation by
          Executive due to any diminution or adverse change in the
          circumstances of his employment (as determined by him in
          good faith), including, without limitation, his reporting
          relationships, job description, duties, responsibilities,
          compensation, perquisites, office or location of
          employment.

    4.  The specific arrangements referred to above are not intended
    to exclude Executive's participation in any other benefits
    available to executive personnel of Bancorp (or its
    successor).

    5.  This Agreement shall be binding upon and shall inure to the
    benefit of the respective successors, assigns, legal
    representatives and heirs of the parties hereto.

    6.  If, with respect to any failure by Bancorp (or its successor)
    to comply with any of the terms of this Agreement, Executive
    engages legal counsel or institutes any negotiations or
    institutes or responds to legal action to assert or defend
    the validity of, enforce his rights under, or recover damages
    for breach of the same, Bancorp (or its successor) shall pay
    or reimburse, within five business days of receipt of each
    written request therefore, his actual expenses for attorneys
    fees and disbursements, together with such additional
    payments, if any, as may be necessary so that the net after-
    tax payments to Executive equal such fees and disbursements. 
    This Paragraph 6  shall apply whether or not Executive
    prevails, and Bancorp consents irrevocably to engagement by
    Executive of any attorney of his choice, notwithstanding any
    existing or prior attorney-client relationship between
    Bancorp and such attorney.

    7.  Any controversy or claim arising out of or relating to this
    Agreement, or any breach hereof,  shall be settled by
    arbitration in accordance with the Commercial Arbitration
    Rules of the American Arbitration Association, any judgement
    on the award rendered by the arbiter may be entered in any
    court having jurisdiction thereof.

    8.  In the event any amount due hereunder is improperly
    withheld, then Bancorp (or its successor) agrees to pay
    interest on said amount at an annual rate of 10%, or the
    time weighted average prime rate in effect at Community Bank
    and Trust Company, whichever is greater, for the period
    between the date said amount is due and the date said amount
    is paid.

    9.  This Agreement shall in all respects be subject to, governed
    by and construed in accordance with the laws of the
    Commonwealth of Pennsylvania.

   10.   Except for required tax withholding, Bancorp's (or its
    successor's) obligation to pay Executive the compensation
    and to make the arrangements provided herein shall be
    absolute and unconditional and shall not be affected by any
    circumstances, including, without limitation, any set-off,
    counterclaim, recoupment, defense or other right which
    Bancorp (or its successor) may have against him or anyone
    else.  All amounts payable by Bancorp (or its successor)
    hereunder shall be paid without notice or demand, except as
    expressly provided otherwise.  Each and every payment made
    hereunder by Bancorp (or its successor) shall be final and
    Bancorp (or its successor) will not seek to recover all or
    any part of such payment from Executive or from whosoever
    may be entitled thereto, for any reason whatsoever. 
    Executive shall not be obligated to seek other employment in
    mitigation of the amounts payable or arrangements made under
    any provision of this Agreement, and the obtaining of any
    such other employment shall in no event effect any reduction
    of Bancorp's (or its successor's) obligations to make the
    payments and arrangements required to be made under this
    Agreement.

    11.  Executive shall retain in confidence any confidential
    information known to him concerning Bancorp (or its
    successor) and its respective businesses so long as such
    information is not publicly disclosed.

    12.  Any provision in this Agreement which is prohibited or
    unenforceable in any jurisdiction shall, as to such
    jurisdiction, be ineffective only to the extent of such
    prohibition or unenforceability without invalidating or
    affecting the remaining provisions hereof, and any such
    prohibition or unenforceability in any jurisdiction shall
    not invalidate or render unenforceable such provision in any
    other jurisdiction.

    13.  This Agreement may be terminated by the Board of Directors
    of Bancorp upon 12 months prior written notice to Executive;
    except that this Agreement shall not be terminated, (i)
    during the 24 months following a Change in Control or (ii)
    during any period of time when Bancorp has or should have
    knowledge that any Person has taken steps reasonably
    calculated to effect a Change in Control until, in the
    opinion of the Board, such Person has abandoned or
    terminated efforts to effect a Change in Control.

    14.   Bancorp shall require any successor (whether direct or
    indirect, by purchase, merger, consolidation or otherwise)
    to all or substantially all of the business or assets of
    Bancorp, by agreement in form and substance satisfactory to
    Executive, expressly to assume and agree to perform all
    obligations of this Agreement.

 IN WITNESS WHEREOF, this Agreement has been executed as of
the day and year first above written.


ATTEST:                              COMM BANCORP, INC.

/s/ John P. Kameen                   By:/s/ William F. Farber, Sr.    
-------------------------               --------------------------
John P. Kameen, Secretary               William F. Farber, Sr.
                                        Chairman of the Board



                                         /s/ Thomas E. Sheridan 
                                        --------------------------
                                        Thomas E. Sheridan