SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)
    [X]       ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                   For the fiscal year ended December 31, 1996

                                       OR

    [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
        For the transition period from _______________ to _______________

                           Commission File No. 0-22850

                                 JEFFBANKS, INC.
             (Exact name of registrant as specified in its charter)

       Pennsylvania                                        23-2189480
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)

1609 Walnut Street
Philadelphia, PA                                              19103
(Address of registrant's                                    (Zip Code)
principal executive officers)

       Registrant's telephone number, including area code: (215) 564-5040

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

           Securities registered pursuant to Section 12(b) of the Act:


     Title of each class              Name of each exchange on which registered





           Securities registered pursuant to Section 12(g) of the Act:

                                  Common Stock
                                (Title of Class)

         Indicate by check mark whether the registrant (1) has filed all reports
to be filed by Section 13 or Section  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 (ss.229.405 of this chapter) is not contained herein,
and  will  not be  contained,  to the  best of the  registrant's  knowledge,  in
definitive proxy or information statements  incorporated by reference in Part II
of this Form 10-K or any amendment to this Form 10-K. [ ]

         Aggregate  market value of the voting stock held by  non-affiliates  of
the  registrant,  based upon  closing  sale  price as quoted on NASDAQ  National
Market on February 28, 1997: $113,152,864.

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

         Indicating the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date:  4,734,861 shares as
of March 15, 1997.

<PAGE>




                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf  by  the  undersigned,   thereunto  duly  authorized,   in  the  City  of
Philadelphia, Commonwealth of Pennsylvania on March 19, 1997.


                                 JEFFBANKS, INC.



                              By:/s/BETSY Z. COHEN
                                 Betsy Z. Cohen
                                 Chairperson of the Board
                                 (Chief Executive Officer)


<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following  persons on behalf of the registrant and in the
capacities and on the dates indicated.


         /s/BETSY Z. COHEN                                   Date:MARCH 19, 1997
         BETSY Z. COHEN, Chairperson
           of the Board, Chief Executive
           Officer and Director
           (Chief Executive Officer)


         /s/EDWARD E. COHEN                                  Date:MARCH 19, 1997
         EDWARD E. COHEN, Chairman
           of the Executive Committee
           and Director


         /s/ROBERT J. COLEMAN                                Date:MARCH 19, 1997
         ROBERT J. COLEMAN, Director


         /s/PAUL FRENKIEL                                    Date:MARCH 19, 1997
         PAUL FRENKIEL, Senior Vice
           President - Finance, Chief Financial
           Officer and Controller ( Chief
           Financial and Accounting Officer)


         /s/JOHN G. HOOPES                                   Date:MARCH 19, 1997
         JOHN G. HOOPES, Director


         /s/HERSH KOZLOV                                     Date:MARCH 19, 1997
         HERSH KOZLOV, Director


         /s/WILLIAM H. LAMB                                  Date:MARCH 19, 1997
         WILLIAM H. LAMB, Director


         _________________________________                   Date:        , 1997
         ARTHUR MAKADON, Director


         _________________________________                   Date:        , 1997
         P. SHERRILL NEFF, Director


         /s/JAMES R. SIBEL                                   Date:MARCH 19, 1997
         JAMES R. SIBEL, Chief Credit
           Officer and Director


         /s/HARMON S. SPOLAN                                 Date:MARCH 19, 1997
         HARMON S. SPOLAN, President
           and Director


         /s/WILLIAM D. WHITE                                 Date:MARCH 19, 1997
         WILLIAM D. WHITE, Director