UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-K/A

            [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                THE SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended September 30, 1996

                                     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 No. 0-27650

                         CATSKILL FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)


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DELAWARE                              14-1788465
(State or other jurisdiction of       (I.R.S. Employer Identification Number)
incorporation or organization)

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                     341 MAIN STREET, CATSKILL, NY 12414
                   (Address of principal executive offices)

      Registrant's telephone number, including area code:  (518)943-3600

         Securities registered pursuant to Section 12(b) of the Act:
                                     NONE

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

                    Common Stock, par value $.01 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 10K/A or any amendments to this Form 10K/A. [X]

As of December 23, 1996, the aggregate market value of the voting
stock held by non-affiliates (based upon reported beneficial ownership
of all directors and executive officers of the registrant; this determination
does not however, constitute an admission of affiliated status for
any of these individual stockholders) of the registrant, excluding
unallocated ESOP shares, was approximately $64.6 million.


Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:

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Common Shares, $.01 par value           5,361,482
(Title of class)                        (outstanding at December 23, 1996)

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                               PART II


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Catskill Financial Corporation is filing this amendment to its Form
10K Annual Report for the fiscal year ended September 30, 1996.  The
amendment, filed under form 10K/A, is required due to a transmission
error in our EDGAR filing of the Form 10K made on December 30, 1996.

Our financial printer, filed our auditor's report without typed signatures,
nor did the auditor's report identify the city and state where issued.
This amended filing is solely to update the auditor's report to comply
with Rule 302 of Regulation S-T.


                               PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K


          (3) Exhibits

                   (99) Updated "Auditor's" Report to include
                        signatures, city and state which were
                        omitted in original EDGAR filing.



                                  SIGNATURES

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

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                                       CATSKILL FINANCIAL CORPORATION

Date:  September 23, 1997              /s/ Wilbur J. Cross               
                                       Wilbur J. Cross
                                       Chairman of the Board, President
                                       and Chief Executive Officer
                                       (Principal Executive Officer)


Date:  September 23, 1997              /s/ David J. DeLuca                    
                                       David J. DeLuca
                                       Chief Financial Officer
                                       (Principal Financial and
                                       Accounting Officer)

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