<TABLE>

                          Exhibit 13 1997 Annual Report to Security Holders
                          SELECTED CONSOLIDATED FINANCIAL INFORMATION

<CAPTION>

                                                                             September 30,

(in thousands)                                          1997         1996         1995         1994         1993
<S>                                                     <C>          <C>          <C>          <C>          <C>

Selected Consolidated Financial Condition Data:
Total assets                                            $289,619     $283,759     $230,102     $230,518     $226,610
Cash and cash equivalents                                  2,274       39,712       38,064       29,580       35,457
Loans receivable, net                                    124,337      122,533      118,364      119,233      119,585
Mortgage backed securities                                84,794       34,902       13,647       13,922       12,973
Other securities                                          73,137       82,375       53,443       64,151       55,094
Deposits                                                 200,912      196,753      197,230      200,825      199,812
Short-term borrowings                                     11,385           --           --           --           --
Total equity                                              71,777       82,381       28,667       26,943       24,852

</TABLE>

<TABLE>

<CAPTION>

                                                                            Year Ended September 30,

(in thousands)                                          1997         1996         1995         1994         1993
<S>                                                     <C>          <C>          <C>          <C>          <C>
            
Selected Consolidated Operations Data:
Total interest income                                   $20,217      $17,932      $15,592      $15,022      $15,419
Total interest expense                                    8,801        9,022        8,009        7,529        8,051

  Net interest income                                    11,416        8,910        7,583        7,493        7,368
Provision for loan losses                                   300          195          255          465          470

Net interest income after provision for loan losses      11,116        8,715        7,328        7,028        6,898
Total non-interest income                                   512          996          262          339          367
Total non-interest expense                                5,187        4,258        4,665        3,814        3,489

Income before taxes                                       6,441        5,453        2,925        3,553        3,776
Income tax expense                                        2,534        2,136        1,201        1,463        1,678

Net income                                              $ 3,907      $ 3,317      $ 1,724      $ 2,090      $ 2,098

Earnings per common share<F1>                           $   .84      $   .38          N/A          N/A          N/A

<FN>

<F1> The company completed its initial public offering on April 18, 1996,
     so net income per common share is not applicable to all periods prior
     to that date.  Net income per share is based on weighted average common
     shares outstanding excluding unallocated ESOP shares.  In calculating
     1996 fiscal year's earnings per share, post conversion net income
     and weighted average shares outstanding were used.  See Note 1 to
     Notes to Consolidated Financial Statements.  Certain reclassifications
     have been made to prior years' amounts to conform with current year's
     presentation.

</TABLE>

<TABLE>

<CAPTION>

                                                                            Year Ended September 30,

                                                        1997         1996         1995         1994         1993
<S>                                                     <C>          <C>          <C>          <C>          <C>

Selected Financial Ratios and Other Data:

Performance Ratios:
Return on average assets                                1.40%        1.25%         .76%         .90%         .97%
Return on average equity                                5.22         6.33         6.15         8.06         8.79
Average net interest rate spread                        2.93         2.54         2.99         3.03         3.16
Net interest margin<F1>                                 4.17         3.44         3.47         3.36         3.56
Ratio of operating expense to average total assets      1.86         1.60         1.77<F2>     1.65         1.62
Efficiency ratio<F3>                                   43.43        45.56        51.05        48.47        45.11
Ratio of average interest-earning assets to average
  interest- bearing liabilities                       138.60       125.79       112.97       109.92       110.34

Quality Ratios:
  Non-performing loans to total loans at
    end of period                                        .73         1.10          .86          .54         1.53
  Non-performing assets to total assets
    at end of period                                     .40          .61          .66          .45          .84
  Allowance for loan losses to
    non-performing loans                              206.00       133.89       188.41       268.62        69.91
  Allowance for loan losses to loans receivable         1.50         1.47         1.61         1.43         1.06

Capital Ratios:
  Equity to total assets at end of period              24.78        29.03        12.46        11.69        10.97
  Average equity to average assets                     26.86        19.73        12.44        11.23        11.09

Other Data:
  Number of full-service offices                           4            3            3            3            3

<FN>

<F1> Net interest income divided by average interest-earning assets.

<F2> Excludes $660,000 provision for Nationar loss contingency. See
     Note 14 to Notes to Consolidated Financial Statements.

<F3> Efficiency ratio is non-interest expense/(non-interest income
     + net interest income on a tax equivalent basis). For 1996, excludes
     $560,000 Nationar recovery  included in non-interest income and for
     1995 excludes $660,000 provision for Nationar loss contingency included
     in non-interest expense.

</TABLE>

<TABLE>

                                                                        SUMMARY OF UNAUDITED CONSOLIDATED
                                                                         QUARTERLY FINANCIAL INFORMATION
   
<CAPTION>

                                                                           Year Ended September 30, 1997
 
(in thousands, except per share amounts)             First           Second           Third           Fourth           Fiscal
                                                     Quarter         Quarter          Quarter         Quarter          Year
<S>                                                  <C>             <C>              <C>             <C>              <C>  
            
Total interest income                                $4,977          $4,963           $5,090          $5,187           $20,217
Total interest expense                                2,136           2,102            2,244           2,319             8,801

Net interest income                                   2,841           2,861            2,846           2,868            11,416
Provision for loan losses                                75              75               75              75               300

Net interest income after provision for
  loan losses                                         2,766           2,786            2,771           2,793            11,116
Total non-interest income                               177             121              108             106               512
Total non-interest expense                            1,171           1,341            1,324           1,351             5,187

Income before taxes                                  $1,772          $1,566           $1,555          $1,548           $ 6,441
Income tax expense                                      706             623              606             599             2,534
            
Net income                                           $1,066          $  943           $  949          $  949           $ 3,907

Net income per common share                          $  .21          $  .20           $   .21         $  .22           $   .84
                                                                                                                                 
</TABLE>

<TABLE>

<CAPTION>

                                                                           Year Ended September 30, 1996
 
(in thousands, except per share amounts)             First           Second           Third           Fourth           Fiscal
                                                     Quarter         Quarter          Quarter         Quarter          Year
<S>                                                  <C>             <C>              <C>             <C>              <C>  



Total interest income                                $4,009          $4,006           $4,985          $4,932           $17,932
Total interest expense                                2,217           2,187            2,461           2,157             9,022

Net interest income                                   1,792           1,819            2,524           2,775             8,910
Provision for loan losses                                45              30               45              75               195

Net interest income after provision for
  loan losses                                         1,747           1,789            2,479           2,700             8,715
Total non-interest income                               111             127              660              98               996
Total non-interest expense                            1,022             937            1,205           1,094             4,258

Income before taxes                                  $  836          $  979           $1,934          $1,704           $ 5,453
Income tax expense                                      299             402              795             640             2,136

Net income                                           $  537          $  577           $1,139          $1,064           $ 3,317

  Net income per common share<F1>                                                     $  .18          $  .20           $   .38      

<FN>

<F1> The company completed its initial public offering on April 18, 1996,
     so net income per common share is not applicable to all periods prior
     to that date. Net income per share is based on weighted average common
     shares outstanding excluding unallocated ESOP shares. In calculating
     1996 fiscal year's earnings per share, post conversion net income
     and weighted average shares outstanding were used. See Note 1 to Notes
     to Consolidated Financial Statements. Certain reclassifications have
     been made to prior quarters' amounts to conform with current quarter's
     presentation.

</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General

Catskill Financial Corporation (the "Company" or "Catskill Financial")
was formed in December 1995 to acquire all of the common stock of Catskill
Savings Bank (the "Bank") upon its conversion from a mutual savings bank
to a stock savings bank. On April 18, 1996, the Company completed its
initial public stock offering, issuing 5,686,750 shares of $.01 par value
common stock at $10.00 per share. Net proceeds to the Company were $54.9
million after conversion costs, and $50.4 million excluding the shares
acquired by the Company's Employee Stock Ownership Plan (the "ESOP"),
which were purchased with the proceeds of a loan from the Company.

The consolidated financial condition and operating results of the
Company are primarily dependent upon its wholly owned subsidiary,
the Bank, and all references to the Company prior to April 18, 1996,
except where otherwise indicated, are to the Bank.

The Bank has been and continues to be a community oriented financial
institution offering a variety of financial services. The Bank attracts
deposits from the general public and uses such deposits, together
with other funds, to originate one to four family residential mortgages,
and, to a lesser extent, consumer (including home equity lines of credit),
commercial, and multi-family real estate and other loans in its primary
market area. The Bank's primary market is comprised of Greene County and
southern Albany County in New York, which are serviced through four banking
offices, the most recent having opened in December 1996. The Bank's deposit
accounts are insured by the Bank Insurance Fund ("BIF") of the Federal
Deposit Insurance Corporation ("FDIC"), and, as a federal savings bank,
the Bank is subject to regulation by the Office of Thrift Supervision ("OTS").

The Company's profitability, like many financial institutions and
their holding companies, is dependent to a large extent upon its net
interest income, which is the difference between the interest it receives
on interest earning assets, such as loans and investments, and the
interest it pays on interest bearing liabilities, principally deposits.

Results of operations are also affected by the Company's provision
for loan losses, non-interest expenses such as salaries and employee
benefits, occupancy and other operating expenses and to a lesser extent,
non-interest income such as service charges on deposit accounts. 

Financial institutions in general, including the Company, are significantly
affected by economic conditions, competition and the monetary and
fiscal policies of the federal government. Lending activities are influenced
by the demand for and supply of housing, competition among lenders, 
the interest rate conditions and funds availability. Deposit balances
and cost of funds are influenced by prevailing market rates on competing
investments, customer preference and the levels of personal income and
savings in the Bank's primary market area.

For comparative purposes, net income for the year ended September
30, 1996, was favorably impacted by the Company's recovery of $560,000
of the reserve for probable losses in connection with the takeover
of Nationar. On February 6, 1995, the New York Superintendent of Banks
took possession of Nationar, a New York chartered bank that provided
correspondent banking and related services for various banking institutions,
including the Bank. At the time Nationar was seized, the Bank had
$3.3 million on deposit with Nationar. As a result of uncertainty
related to collectibility, as of September 30, 1995, the Bank established
a reserve of $660,000, or 20% of the deposit. In June 1996, the Bank
received payment of approximately $3.1 million of its claim and estimated
that only $100,000 of the reserve was still necessary. During the
fiscal year ended September 30, 1997, the Bank received payment of
the remainder of the claim for which the reserve had been established,
and the $100,000 remaining in the reserve was recovered.

For the year ended September 30, 1997, the Company recorded net income
of $3,907,000, an increase of $590,000, or 17.8% over the comparable
period of 1996. Earnings per common share for the year ended September
30, 1997, were $.84, based on weighted average common shares outstanding
of 4,629,697. The Company completed its initial public offering on
April 18, 1996, so shares were only outstanding for part of fiscal
1996 and, therefore, are not comparable to fiscal 1997. Return on
average assets for the year ended September 30, 1997 and 1996 was
1.40% and 1.25%, respectively, and return on average equity was 5.22%
and 6.33%, respectively.

Forward Looking-Statements

When used in Form 10-K or future filings by the Company with the Securities
and Exchange Commission, in the Company's press releases or other
public or shareholder communications, or in oral statements made with
the approval of an authorized executive officer, the words or phrases
"will likely result", "are expected to", "will continue", "is anticipated",
"estimate", "project", "believe", or similar expressions are intended
to identify "forward-looking statements" within the meaning of the
Private Securities Litigations Reform Act of 1995. In addition, certain
disclosures and information customarily provided by financial institutions,
such as analysis of the adequacy of the loan loss allowance or an analysis
of the interest rate sensitivity of the Company's assets and liabilities,
are inherently based upon predictions of future events and circumstances.
Furthermore, from time to time, the Company may publish other forward-looking
statements relating to such matters as anticipated financial performance,
business prospects, and similar matters.

The Private Securities Litigation Reform Act of 1995 provides a safe
harbor for forward-looking statements. In order to comply with the
terms of the safe harbor, the Company notes that a variety of factors
could cause the Company's actual results and experience to differ
materially from the anticipated results or other expectations expressed
in the Company's forward-looking statements. Some of the risks and
uncertainties that may affect the operations, performance, development
and results of the Company's business, the interest rate sensitivity of
its assets and liabilities, and the adequacy of its loan loss allowance,
include but are not limited to the following:

a. Deterioration in local, regional, national or global economic conditions
which could result, among other things, in an increase in loan delinquencies,
a decrease in property values, or a change in the housing turnover
rate;

b. changes in market interest rates or changes in the speed at which
market interest rates change;

c. changes in laws and regulations affecting the financial service
industry;

d. changes in competition; and 

e. changes in consumer preferences.

The Company wishes to caution readers not to place undue reliance
on any forward-looking statements, which speak only as of the date
made, and to advise readers that various factors, including those
described above, could affect the Company's financial performance
and could cause the Company's actual results or circumstances for
future periods to differ materially from those anticipated or projected.

The Company does not undertake, and specifically disclaims any obligation, to
publicly release the result of any revisions
which may be made to any forward-looking statements to reflect the
occurrence of anticipated or unanticipated events or circumstances
after the date of such statements.

Financial Condition

Total assets were $289.6 million at September 30, 1997, an increase
of $5.8 million, or 2.0% from the $283.8 million at September 30,
1996.  

Cash and cash equivalents were $2.3 million, a decrease of $37.4 million,
or 94.2% from the $39.7 million at September 30, 1996.  The decrease
was principally a reduction in federal funds as the Company used available
cash to purchase 1,029,476 shares of its common stock at a total cost of
approximately $15.3 million, and continued to invest the net proceeds of
its initial public offering in securities available for sale and, to a
lesser extent, loans.

Total securities, which include securities held to maturity ("HTM")
and securities available for sale ("AFS"), excluding Federal Home
Loan Bank stock, were $156.2 million, an increase of $40.1 million,
or 34.5% over the $116.1 million as of September 30, 1996.  The change
in securities consisted of a $51.1 million increase in AFS securities,
primarily due to the Company's purchase of mortgage backed securities,
and a $11.0 million decrease in HTM securities from scheduled maturities.
Consequently as of September 30, 1997, 94.8% of the Company's investment
portfolio excluding the Federal Home Loan Bank stock was classified as AFS,
compared to 83.6% as of September 30, 1996.

Loans receivable were $126.2 million as of September 30, 1997, an
increase of $1.8 million or 1.4% over the $124.4 million as of September
30, 1996.  The following table shows the loan portfolio composition
as of the respective balance sheet dates:

<TABLE>

<CAPTION>

                                                   At September 30
                                             1997                    1996
<S>                                          <C>                     <C>      
                                                   (In thousands)

Real Estate Loans
  One-to-four family                         $102,232                $100,383
  Multi-family and commercial                   4,691                   5,115
  Construction                                  1,306                     423

    Total real estate loans                   108,229                 105,921
Consumer Loans                                 18,473                  19,024

    Gross Loans                               126,702                 124,945
Less: Net deferred loan fees                     (476)                   (579)

    Total loans receivable                   $126,226                $124,366

</TABLE>

The decrease in consumer loans was principally a decrease in home
equity loans, as lower mortgage rates have encouraged customers to refinance
their underlying first mortgages and repay their home equity loans.

During fiscal 1997, the Company originated $21.3 million in loans,
a decrease of $5.5 million from the $26.8 million originated in 1996.
The decrease was principally rate related as 1996 was a favorable
financing market after Federal Reserve lowered the discount rate in
January 1996. Conversely, 1997 was somewhat impacted by the increase
in the federal funds rate in March 1997. The Bank's primary market
has not fully participated in the national economic recovery, so the
real estate market has remained soft.

Total deposits were $200.9 million, at September 30, 1997, an increase
of $4.1 million, or 2.1% from the $196.8 million at September 30,
1996. The following table shows the deposit composition as of the
respective balance sheet dates:

<TABLE>

<CAPTION>

                                                                 At September 30
                                                      1997                                    1996
                                       (In thousands)      % of Deposits        (In thousands)      % of Deposits
<S>                                    <C>                 <C>                  <C>                 <C> 

Savings                                $ 79,448             39.6%               $ 83,358             42.4%
Money market                              7,115              3.5                   7,752              3.9
NOW                                      10,438              5.2                   9,070              4.6
Non-interest demand                       4,370              2.2                   3,714              1.9
Certificates of deposits                 99,541             49.5                  92,859             47.2
                                       $200,912            100.0%               $196,753            100.0%

</TABLE>

The growth in deposits was principally related to the opening of our
fourth full service branch in late December 1996, and had the Company
not opened the branch, deposits would have decreased $1.1 million,
or .6%. Although the Company experienced deposit growth, savings deposits
decreased $3.9 million or 4.7%, and now represent 39.6% of deposits
compared to 42.4% as of September 30, 1996. The composition of deposits
continues to shift to higher costing certificates of deposits as the
decrease in savings deposits was more than offset by a $6.7 million
increase in certificates of deposits which now represent 49.5% of
deposits compared to 47.2% as of September 30, 1996. During fiscal
1997, the Company ran two promotional campaigns to increase 
the balance of certificates of deposit ("CDs"), the first in early
February was to attract six-month money in anticipation of lower rates
as well as mitigate run-off in its longer term CDs. In addition, the
Company also promoted a 15-month CD to meet a demand in our market for
a longer term product, and so far the program has generated approximately
$2.6 million in new money. Management believes that this change in mix,
which is consistent with what other financial institutions are experiencing,
will continue to occur as customers seek to maximize their returns and the
Company has to compete with other investment vehicles such as mutual funds. 

The Company anticipates opening at least one branch in fiscal 1998,
which should generate additional deposit growth. In addition, the
Company will continue to promote lower costing transactional accounts
(NOW and non-interest bearing demand), which have grown 15.1% and
17.7%, respectively, over the balance at September 30, 1996.

In March 1997, the Company activated its line of credit program with
the Federal Home Loan Bank of New York ("FHLB"). Under the program,
the Company has access to overnight funds of approximately $13.1 million,
along with a companion line for the same amount available for one
month advances. The Company has only used its overnight line and had
borrowings outstanding of $11.4 million as of September 30, 1997.
Borrowings for the year ended September 30, 1997, averaged $2.6 million,
and management expects to use its borrowing lines to leverage the Company's
capital by increasing earning assets.

Shareholders' equity at September 30, 1997 was $71.8 million, a decrease
of $10.6 million, or 12.9% from the $82.4 million at September 30,
1996. The decrease was principally caused by the Company's repurchase of
1,029,476 common shares at a cost of $15.3 million, somewhat offset by the
$2.9 million of net income retained after payment of cash dividends for the
year ended September 30, 1997, and a $1.0 million change in the Company's
net unrealized gain (loss) on securities available for sale, net of taxes.
The Company also recorded a $.7 million increase in shareholder's equity as
a result of amortization and/or release of shares under its stock based
compensation plans.

Shareholders' equity as a percent of total assets was 24.8% at September
30, 1997 compared to 29.0% at September 30, 1996. Book value per common
share was $15.41 excluding unvested shares of the Company's MRP, and 
was $16.94 excluding unallocated ESOP shares and unvested MRP shares.

Asset/Liability Management

The Company, like other financial institutions, is subject to interest
rate risk to the extent that its interest-bearing liabilities reprice
on a different basis or at different time periods from its interest-earning
assets. Interest rate risk may be assessed by analyzing the extent
to which assets and liabilities are "interest rate sensitive" and
the resultant interest rate sensitivity "gap". An asset or liability
is said to be interest rate sensitive within a defined time period
if it matures or reprices within that period. The difference between
the amount of interest-earning assets and interest-bearing liabilities
maturing or repricing within a given period is defined as the interest
rate sensitivity gap. Gap is negative if more interest-bearing liabilities
than interest earning assets mature or reprice within a specified
time period. If the reverse is true, then the institution is considered
to have a positive gap. Accordingly, during a period of rising interest
rates, an institution with a negative gap position would not be in
as favorable a position, as compared with an institution with a positive
gap, to invest in higher yielding assets. This may result in the yield
on the institution's assets increasing at a slower rate than the increase
in its cost of interest-bearing liabilities. Conversely, during a
period of falling interest rates, an institution with a negative gap
would experience a repricing of its assets at a slower rate than its
interest-bearing liabilities, which, consequently, may result in its
net interest income growing at a faster rate than an institution with
a positive gap position.

The principal objective of the Company's interest rate risk management
function is to evaluate the interest rate risk included in certain
balance sheet accounts, determine the level of risk appropriate given
the Company's business strategy, operating environment, capital and
liquidity requirements, and manage the risk consistent with Board
of Directors' approved guidelines. Through such management, the Company
seeks to reduce the vulnerability of its operations to changes in interest
rates, however, the Company has not entered into any derivatives such as
futures, forwards, interest rate swaps or other financial instruments with 
similar characteristics. The extent of the movement of interest rates
is an uncertainty that could have a negative impact on the earnings of
the Company. The Company monitors its interest rate risk as such risk
relates to its operating strategies. The Company's Board of Directors has
established a management Asset Liability Committee which is responsible for
reviewing the Company's asset/liability policies and interest rate risk
position. The Committee meets at least monthly and reports trends and
interest rate risk position to the Board of Directors on a quarterly basis.

The following table sets forth the amounts of interest-earning assets
and interest-bearing liabilities outstanding at September 30, 1997,
which are anticipated by the Company, based upon certain assumptions,
to reprice or mature in each future time period shown. Except as stated,
the amount of assets and liabilities shown which reprice or mature
during a particular period were determined in accordance with the
earlier of the term to repricing or the contractual maturity. The
table is intended to provide an approximation of the repricing as
of September 30, 1997, within a six-month period and subsequent selected
time intervals. Annual prepayments for one to four family mortgage loans
and mortgage-backed securities were assumed to be 9%. Callable securities,
principally U.S. Government agencies, are shown by their respective
contractual maturities. Savings deposit accounts are shown with a decay
rate of 9% annually. Money market deposits are assumed to be immediately
rate sensitive, and NOW accounts assume that 20% are immediately repricable
with the balance, repricing in the over five year period. Prepayment and
decay rates can have a significant impact on the Company's sensitivity gap,
and there are no assurances that the Company's prepayment and decay rate
assumptions will be realized.

<TABLE>

                                                                      At September 30, 1997

                                                                       Maturing or Repricing
<CAPTION>

                                                            Over 6
                                             6 Months       Months to       Over 1-3       Over 3-5       Over
                                             or Less        One Year        Years          Years          5 Years       Total

(dollars in thousands)                       Amount         Amount          Amount         Amount         Amount        Amount
<S>                                          <C>            <C>             <C>            <C>            <C>           <C>
            
Fixed rate one- to four-family,
  multi-family and commercial real
  estate and construction loans              $  5,972       $ 4,218         $14,777        $13,116        $ 32,855      $ 70,938
Adjustable rate one- to four-family,
  multi-family and commercial real
  estate and construction loans                14,566        13,700           8,906            133              49        37,354
Consumer loans                                  8,543         1,893           5,029          1,464           1,481        18,410
Mortgage-backed securities                     12,760         4,936          14,767          9,390          42,030        83,883
Other securities<F1>                            5,999         8,992           5,989         10,982          40,550        72,512
Federal funds and other                            88           ---             ---            ---              30           118

  Total interest-earning assets                47,928        33,739          49,468         35,085         116,995       283,215

            

Savings deposits                                4,016         3,347          11,915          9,946          50,224        79,448
Money market                                    7,115           ---             ---            ---             ---         7,115
Certificate accounts                           42,178        21,030          33,101          2,896             336        99,541
NOW deposits                                    2,088           ---             ---            ---           8,350        10,438
Other deposits                                    ---           ---             ---            ---             766           766
Short-term borrowings                          11,385           ---             ---            ---             ---        11,385

  Total interest-bearing liabilities           66,782        24,377          45,016         12,842          59,676       208,693

Interest-earning assets less
  interest-bearing liabilities               ($18,854)     $  9,362         $ 4,452        $22,243        $ 57,319      $ 74,522

Cumulative interest-rate sensitivity gap    ($ 18,854)    ($  9,492)       ($ 5,040)       $17,203        $ 74,522

Cumulative interest-rate gap as a
  percentage of total assets at
  September 30, 1997                            (6.51%)       (3.28%)         (1.74%)         5.94%          26.28%

Cumulative interest-rate gap as a
  percentage of interest-earning
  assets at September 30, 1997                  (6.66%)       (3.35%)         (1.78%)         6.07%          26.31%

<FN>                  

<F1> Includes all securities available for sale and investment securities
     held to maturity except mortgage backed securities.  Also includes
     Federal Home Loan Bank Stock, which is included in the over five years
     category since the stock has no contractual maturity.

</TABLE>

Based on these assumptions, the Company, as of September 30, 1997,
had a cumulative one year negative gap of $9.5 million, or 3.3% of
total assets. However, Management has estimated based on the current
level of interest rates as of September 30, 1997, that $15.0 million
of the Company's securities could be called in the next fiscal year,
which would reduce the Company's cumulative one-year sensitivity gap
from a negative $9.5 million to an estimated positive gap of $5.5
million or 1.9% of total assets. Consequently, if interest rates were
to increase or decrease, the Company's net interest income could be
adversely impacted. Management expects to maintain a relatively balanced
gap position in order to limit the Company's exposure to interest rate risk,
including reducing the amount of securities with call risk.

In evaluating the Company's exposure to interest rate risk, certain
shortcomings inherent in the method of analysis presented in the foregoing
table must be considered. For example, although certain assets and
liabilities may have similar maturities or periods to repricing, they may
react in different degrees to changes in market interest rates. Also, the
interest rates on certain types of assets and liabilities may fluctuate in
advance of changes in market interest rates, while interest rates on other
types may lag behind changes in market rates. Additionally, certain assets,
such as adjustable rate mortgages, have features which restrict changes
in interest rates in the short term and over the life of the asset.
Further, in the event of a change in interest rates, prepayments and
early withdrawal levels would likely deviate significantly from those
assumed in calculating the table. Any change in projected repayments
could materially affect the rate at which assets reprice. Finally,
the ability of many borrowers to service their debt may decrease in
the event of an interest rate increase. As a result, the actual effect
of changing interest rates may differ from that presented in the foregoing
table.

The Bank's interest rate sensitivity is also monitored quarterly through
use of an OTS model which generates estimates of the change in net
portfolio value ("NPV") over a range of interest rate change scenarios.
NPV represents the estimated market value of portfolio equity, and
is equal to the market value of assets minus the market value of liabilities,
with adjustments made for off-balance sheet items. The NPV ratio is defined
as NPV, in that interest rate scenario, divided by the market value of assets
in the same scenario. The following are the estimated impacts of immediate
changes "rate shocks" in interest rates at September 30, 1997, as calculated
by the OTS model for the Bank:

<TABLE>

<CAPTION>

         Rates
         In Basis                          Net Portfolio Value                        NPV as a % Assets
         Points                 Dollars in Thousands                  %              NPV               %
         (Rate Shock)       Amount                Change              Change         Ratio             Change
<S>      <C>                <C>                   <C>                 <C>            <C>               <C>            

            400             $45,894               $(24,286)           (34.6)%        17.16%            (27.6)%
            300              52,021                (18,159)           (25.9)         18.94             (20.0)
            200              58,335                (11,844)           (16.9)         20.68             (12.7)
            100              64,564                 (5,616)            (8.0)         22.31              (5.8)
         static              70,180<F1>                ---              ---          23.69               ---
           (100)             74,112                  3,932              5.6          24.58               3.8
           (200)             77,371                  7,192              9.3          25.27               6.7
           (300)             80,874                 10,649             13.2          25.98               9.7
           (400)             85,335                 15,155             21.6          26.88              13.5

<FN>

<F1> Represents Bank only, Holding Company has additional portfolio equity
     of $7.6 million not shown in analysis, which if included, would reduce
     % changes.

</TABLE>

As is the case with the gap table, certain shortcomings are inherent
in the methodology used in NPV measurements. Modeling changes in NPV
require the making of assumptions which may tend to oversimplify the
manner in which actual yields and costs respond to changes in market
interest rates. In this regard, the NPV model assumes that the composition
of the interest sensitive assets and liabilities repricing at the
beginning of the period remain constant, in addition, it assumes
hanges in interest rates change uniformly across the yield curve
regardless of duration. Accordingly, although the NPV model provides
an indication of market value risk at a particular point in time, actual
results may differ from those projected.

As is the case with the gap table, certain shortcomings are inherent
in the methodology used in NPV measurements. Modeling changes in NPV
require the making of assumptions which may tend to oversimplify the
manner in which actual yields and costs respond to changes in market
interest rates. In this regard, the NPV model assumes that the composition
of the interest sensitive assets and liabilities repricing at the
beginning of the period remain constant, in addition, it assumes changes
in interest rates change uniformly across the yield curve regardless of
duration. Accordingly, although the NPV model provides an indication of
market value risk at a particular point in time, actual results may differ
from those projected.

The following table shows the Company's financial instruments that
are sensitive to changes in interest rates, categorized by expected
maturity along with the weighted average yield, and estimated fair
market values as of September 30, 1997. The Company's assets and liabilities
that do not have a stated maturity date, such as savings, NOW and
money market deposits are considered long-term in nature, and are
reported in the thereafter column. The Company does not consider these
financial instruments materially sensitive to interest rate fluctuations,
and historically, they have remained fairly constant. The weighted
average interest rates for the various assets and liabilities presented
are actual as of September 30, 1997.

<TABLE>

                                                               Expected Maturity Dates
                                                                 as of September 30,

<CAPTION>

                                                                                                                        Estimated
(dollars in thousands)                1998       1999       2000       2001      2002       Thereafter       Total      Fair Value 
<S>                                   <C>        <C>        <C>        <C>       <C>        <C>              <C>        <C>    

Interest-Sensitive Assets:
Loans                                 $12,919    $11,855    $ 9,204    $ 8,426   $ 8,560    $75,738          $126,702   $128,623
                                         8.29%      8.03%      7.64%      6.94%    10.11%      7.82%             7.97%

Securities, at
  amortized cost                       18,023      8,132      6,013     11,973     3,104    109,151           156,396    157,988
                                         6.11%      6.39%      6.65%      6.78%     7.04%      7.24%             7.00%      

Interest-Sensitive 
  Liabilities:                                                
Certificates of Deposit                63,209     24,619      8,482      1,944       951        336            99,541     99,701
                                         5.58%      5.70%      5.76%      5.84%     5.94%      5.93%             5.64%      
Savings                                   ---        ---        ---        ---       ---     79,448            79,448     79,448
                                                                                               3.50%             3.50%      
NOW Deposits                              ---        ---        ---        ---       ---     10,438            10,438     10,438
                                                                                               2.46%             2.46%      
Money Market                              ---        ---        ---        ---       ---      7,115             7,115      7,115
                                                                                               3.19%             3.19%
Other Deposits                            ---        ---        ---        ---       ---        766               766        766
                                                                                               2.92%             2.92%      
FHLB Borrowing                         11,385        ---        ---        ---       ---        ---            11,385     11,385
                                         6.25%                                                                   6.25%

</TABLE>

Asset Quality

Non-performing assets include non-accrual loans, troubled debt restructurings,
loans greater than 90 days past due and still accruing interest and
other real estate properties. Loans are placed on non-accrual status
when the loan is more than 90 days delinquent (except for student,
FHA insured and VA guaranteed loans) or when the collection of principal
and/or interest in full becomes doubtful. When loans are designated
as non-accrual, all accrued but unpaid interest is reversed against
current period income and subsequent cash receipts generally are applied
to reduce the unpaid principal balance. Foreclosed assets include
assets acquired in settlement of loans.

Non-performing assets at September 30, 1997 were $1.2 million, or .40%
of total assets, compared to the $1.7 million or .61% of total assets at
September 30, 1996. The table below sets forth the amounts and categories
of the Company's non-performing assets.

<TABLE>

<CAPTION>

                                                       Year Ended September 30,
(dollars in thousands)                 1997           1996           1995           1994           1993
<S>                                    <C>            <C>            <C>            <C>            <C>
            
Non-performing loans:
  One- to four-family real estate      $  780         $1,008         $  784         $  650         $  409
  Multi-family and commercial
    real estate                           ---             78            ---            ---            ---
  Consumer<F1>                            137            283            251            ---             15

    Total                                 917          1,369          1,035            650            424

Troubled debt restructured loans:
  Multi-family and commercial
    real estate                           ---            ---            ---            ---          1,427

Foreclosed assets, net:
  One- to four-family real estate         225            334            326            220             56
  Multi-family and commercial
    real estate                            23             23            158            158            ---

    Total                                 248            357            484            378             56

Total non-performing assets            $1,165         $1,726         $1,519         $1,028         $1,907

Total non-performing loans
  as a % of total loans                   .73%          1.10%           .86%           .54%          1.53%

Total as a percentage of
  total assets                            .40%           .61%           .66%           .45%           .84%

<FN>            

<F1> Loans greater than 90 days past due and still accruing, principally
     student loans.

</TABLE>

Principally all of the decrease in non-performing loans at September
30, 1997 as compared to September 30, 1996 was attributed to the Company
foreclosing on nine properties. The net realizable value of the properties
totalling $538,000, was transferred to other real estate, and $160,000
representing the excess of the carrying value of the related loans over the
net realizable value of the properties, was charged against the allowance
for loan losses. These reductions were partially offset by an increase of
$246,000 in non-performing loans. In addition, during the year ended
September 30, 1997, the Company sold eleven parcels of other real estate
realizing gains of $140,000. The following table summarizes the activity in
other real estate:

<TABLE>

<CAPTION>

                                                      Years Ended September 30,
                                                    1997                     1996
<S>                                                 <C>                      <C>

                                                           (In thousands)

Other real estate beginning of period               $ 357                    $ 484
Transfer of loans to other real estate owned          538                      206
Sales of other real estate                           (647)                    (199)
Write-downs                                           ---                     (134)

Other real estate end of period                     $ 248                    $ 357

</TABLE>                  

Additionally, at September 30, 1997, the Company has identified approximately
$2.0 million in loans having more than normal credit risk.  The Company
believes that if economic and/or business conditions change in its lending
area, some of these loans could become non-performing in the future.

The allowance for loan losses was $1.9 million, or 1.50% of period
end loans at September 30, 1997, and provided coverage of non-performing
loans of 206.0% compared to coverage of 133.9% as of September 30,
1996.   For more detail on the allowance, see "Provision for Loan
Losses."

Results of Operations

Comparision of Operating Results for the Years Ended September 30, 1997 and 1996

Net Interest Income

The Company's net income is primarily dependent upon net interest
income. Net interest income is a function of the relative 
amounts of the Company's interest earning assets versus interest bearing
liabilities, as well as the difference ("spread") between 
the average yield earned on loans, securities, interest-earning deposits,
and federal funds sold and the average rate paid on 
deposits and borrowings. The interest rate spread is affected by economic
and competitive factors that influence interest rates, 
loan demand and deposit flows. The Company, like other financial institutions,
is subject to interest rate risk to the degree that 
its interest-bearing liabilities mature or reprice at different times,
or on a different basis, than its interest-earning assets.

Net interest income for the year ended September 30, 1997 was $11.4
million, an increase of $2.5 million, or 28.1% over the 
comparable period of 1996. The improvement was principally an increase
in average earning assets, a shift in asset mix and the 
funding benefit from the full year impact of the Company's public
offering.

Interest income for the year ended September 30, 1997 was $20.2 million,
an increase of $2.3 million, or 12.8%, over the 
comparable period in fiscal 1996. Average earning assets were $273.9
million, an increase of $14.9 million or 5.7% over fiscal 
1996, although the primary cause of the improvement was a deliberate
shift in the mix of the Company's investments away from lower 
yielding federal funds sold and towards higher yielding mortgage-backed
securities in order to improve average yields and increase 
interest income. The average balance of federal funds sold decreased
$57.0 million from $67.2 million for the year ended September 
30, 1996 to $10.2 million for the year ended September 30, 1997. In
contrast, the average balance of mortgage-backed securities 
increased by $55.5 million from $19.5 million to $75.0 million between
the periods. Although the average yield on mortgage-backed 
securities declined from 7.48% for the year ended September 30, 1996
to 7.09% for the year ended September 30, 1997, the yield 
still far exceeded the average yield on federal funds sold, which
was 5.39% for the 1996 period and 5.35% for the 1997 period. In 
addition to increasing yields, the shift in the asset mix also had
the effect of decreasing the sensitivity of the Company's 
assets to interest rate changes.

Interest expense for the year ended September 30, 1997 was $8.8 million,
a decrease of $221,000, or 2.4%. Approximately 77% was 
attributed to a decrease in volume with the remainder attributable
to a decline in rates paid on certain types of deposits. Average interest 
bearing liabilitieswere $197.7 million, a decrease of $8.3 million or 4.0% 
from the comparable period of 1996. The decrease in volume was principally
in common stock subscriptions as the Company in the year 
ended September 30, 1996, held stock subscription deposits averaging
approximately $9.1 million for its initial public offering. 
There were no such subscriptions in 1997. The decline in certain rates
paid was principally caused by a reduction in the cost of 
certificates of deposits which decreased from 5.63% to 5.58%, or 5
basis points, primarily from the decrease in market rates since 
the Federal Reserve lowered the discount rate in January 1996.

The Company's net yield on average earning assets was 4.17%, compared
to 3.44% for the comparable period of 1996. The improvement 
was primarily the result of the investment of the Company's net offering
proceeds which caused an increase in average earning 
assets with no corresponding funding costs, although the Company also
improved its net interest spread to 2.93%, a 39 basis point 
improvement over the comparable period of 1996, due to the change
in asset mix discussed previously.

As necessary, management of the Company will continue to increase
or decrease the Company's deposit rates and terms in order to 
manage interest rate risk and liquidity, and to maintain market share.
For more information on average balances, interest rates 
and yields, please refer to the "Analysis of Net Interest Income"
and "Rate/Volume Analysis of Net Interest Income" tables.

Analysis of Net Interest Income

The following table presents for the periods indicated the total dollar
amount of interest income from average interest-earning 
assets and the resultant yields, as well as the 
interest expense on average interest-bearing liabilities, expressed
both in dollars and rates. Tax equivalent adjustments totaled 
$14 thousand in 1997; there were no tax equivalent adjustments in
the other periods. Non-accruing loans have been included in the 
table as loans receivable with interest earned recognized on a cash
basis only. Securities include both the securities available 
for sale portfolio and the held to maturity portfolio excluding mortgage
backed securities. Mortgage backed securities are 
primarily classified as available for sale. Securities available for
sale are included at amortized cost.

<TABLE>

<CAPTION>

                                                            Year Ended September 30,

                                                     1997                                     1996

                                     Average       Interest                      Average    Interest
                                 Outstanding         Earned/      Yield/     Outstanding      Earned/    Yield/
                                     Balance           Paid        Rate          Balance        Paid      Rate
<S>                              <C>               <C>            <C>        <C>            <C>          <C>
                                                           (dollars in thousands)

Interest-Earning Assets:

  Loans receivable                  $125,146        $10,083        8.06%        $121,105     $ 9,783      8.08%
  Mortgage backed securities          75,069          5,319        7.09           19,541       1,462      7.48
  Securities                          63,521          4,283        6.74           51,182       3,062      5.98
  Federal funds sold and other        10,214            546        5.35           67,245       3,625      5.39

  Total interest-earning assets     $273,950         20,231        7.38         $259,073      17,932      6.92

  Non-interest-bearing assets          4,982                                       6,440

    Total Assets                    $278,932                                    $265,513

Interest-Bearing Liabilities:

  Savings deposits                  $ 80,697        $ 2,821        3.50%        $ 84,607     $ 2,962      3.50%
  Certificate accounts                95,215          5,309        5.58           92,699       5,218      5.63
  Money market                         7,418            242        3.26            8,431         289      3.43
  NOW deposits                         9,667            237        2.45            8,764         216      2.46
  Other<F1>                            2,065             43        2.08           11,451         337      2.94
  Short-term borrowings                2,590            149        5.75               --          --          

  Total interest-bearing
    liabilities                     $197,652          8,801        4.45         $205,952       9,022      4.38

Non-interest bearing 
  liabilities                          6,372                                       7,186

Shareholders' equity                  74,908                                      52,375

Total liabilities and equity        $278,932                                    $265,513

Net interest income                                 $11,430                                  $ 8,910

Net interest rate spread                                           2.93%                                  2.54%

Net earning assets                  $ 76,298                                    $ 53,121

Net yield on average interest-
  earning assets                                                   4.17%                                  3.44%

Average interest-earning 
  assets to average interest-
  bearing liabilities                                138.60x                                  125.79x  

<FN>

<F1>  Other includes principally escrow balances on mortgages for taxes
      and insurance, except for 1996 which also includes approximately 
      $9.1 million, representing the average of common stock subscriptions 
      held until the Company's public offering was consummated. The Bank 
      paid its savings deposit rate of 3.5% on those subscriptions

</TABLE>

<TABLE>

<CAPTION>
                                          Year Ended September 30,

                                                  1995
                                     Average      Interest
                                 Outstanding        Earned/      Yield/
                                     Balance          Paid        Rate
<S>                              <C>              <C>            <C>
                                           (dollars in thousands)

Interest-Earning Assets:

  Loans receivable                  $121,389       $ 9,733        8.02%
  Mortgage backed securities          14,331         1,065        7.43
  Securities                          62,326         3,598        5.77
  Federal funds sold and other        20,740         1,196        5.77

  Total interest-earning assets     $218,786        15,592        7.13

  Non-interest-bearing assets          7,678

    Total Assets                    $226,464

Interest-Bearing Liabilities:

  Savings deposits                  $ 98,064         3,434        3.50%
  Certificate accounts                76,457         4,026        5.27
  Money market                         9,004           310        3.44
  NOW deposits                         7,790           195        2.50
  Other<F1>                            2,346            44        1.88
  Short-term borrowings                   --            --            

    Total interest-bearing 
      liabilities                   $193,661         8,009        4.14

Non-interest bearing 
  liabilities                          4,785
Shareholders' equity                  28,018

Total liabilities and equity        $226,464

Net interest income                                $ 7,583      

Net interest rate spread                                          2.99%

Net earning assets                  $ 25,125

Net yield on average interest-
  earning assets                                                  3.47%

Average interest-earning 
  assets to average interest-
  bearing liabilities                               112.97x

<FN>

<F1>  Other includes principally escrow balances on mortgages for taxes
      and insurance, except for 1996 which also includes approximately 
      $9.1 million, representing the average of common stock subscriptions 
      held until the Company's public offering was consummated. The Bank 
      paid its savings deposit rate of 3.5% on those subscriptions

</TABLE>

Rate/Volume Analysis of Net Interest Income

The following table presents the dollar amount of changes in interest
income and interest expense for major components of 
interest-earning assets and interest-bearing liabilities. It distinguishes
between the changes related to outstanding balances and 
that due to the changes in interest rates. For each category of 
interest-earning assets and interest-bearing liabilities, information is 
provided on changes attributable to (i) changes in volume (i.e., changes 
in volume multiplied by old rate) and (ii) changes in rate (i.e., changes 
in rate multiplied by old volume).For purposes of this table, changes 
attributable to both rate and volume, which cannot be segregated, have been 
allocated proportionately to the change due to volume and the change due to 
rate.

<TABLE>

<CAPTION>

                                                             Year Ended September 30,

                                                   1997 vs. 1996                       1996 vs. 1995
                                            Increase                           Increase
                                           (Decrease)          Total          (Decrease)            Total
                                              Due to         Increase            Due to           Increase
                                        Volume     Rate     (Decrease)      Volume     Rate      (Decrease)
<S>                                     <C>        <C>       <C>            <C>        <C>        <C>
                                                                    (in thousands)

Interest-earning assets:

  Loans receivable                      $  315    $ (15)       $  300       $  (23)    $ 73         $   50
  Mortgage-backed securities             3,929      (72)        3,857          404       (7)           397
  Securities                               800      421         1,221         (673)     137           (536)
  Federal funds                         (3,052)     (27)       (3,079)       2,508      (79)         2,429

    Total interest-earning assets       $1,992     $307        $2,299       $2,216     $124         $2,340

Interest-bearing liabilities:

  Savings deposits                      $ (141)    $ --        $ (141)      $ (472)    $ --         $ (472)
  Certificate accounts                     135      (44)           91          856      336          1,192
  Money market                             (33)     (14)          (47)         (20)      (1)           (21)
  NOW deposits                              22       (1)           21           24       (3)            21
  Other<F1>                               (301)       7          (294)         171      122            293
  Short-term borrowings                    149       --           149           --       --             --

    Total interest-bearing liabilities  $ (169)    $(52)        $(221)      $  559     $454         $1,013

  Net change in net interest income                            $2,520                               $1,327

<FN>

<F1>  Other includes principally escrow balances on mortgages for taxes
      and insurance, except for 1996 which also includes interest 
      expense on approximately $9.1 million, representing the average of
      common stock subscriptions held in escrow until the Company's 
      public offering was consummated. The Bank paid its savings deposit
      rate, of 3.5% on those subscriptions

</TABLE>

Provision For Loan Losses

The Company establishes an allowance for loan losses based on an analysis
of risk factors in the loan portfolio. This analysis 
includes concentrations of credit, past loan loss experience, current
economic conditions, amount and composition of loan 
portfolio, estimated fair market value of underlying collateral, delinquencies
and other factors. Accordingly, the calculation of 
the adequacy of the allowance for loan losses is not based solely
on the level of non-performing loans. The provision for loan 
losses was $300,000 for the year ended September 30, 1997, an increase
of $105,000 from the comparable period of 1996. The 
increase in the provision over 1996 was principally to cover net charge-offs
in 1997, as well as to provide for loan growth so 
that the allowance as a percentage of loans remained relatively stable.
The allowance for loan losses at September 30, 1997 was 
$1.9 million, or 1.50% of total loans and provided coverage of non-performing
loans of 206.0%.

The following table sets forth an analysis of the Company's allowance
for loan losses.

<TABLE>
<CAPTION>
                                                                    Year Ended September 30,

(dollars in thousands)                                 1997         1996         1995         1994         1993
<S>                                                    <C>          <C>          <C>          <C>          <C>

Balance at beginning of period                         $1,833       $1,950       $1,746       $1,294       $  857
Charge-offs:
    One- to four-family real estate                      (162)        (237)         (12)          (3)         ---
    Multi-family and commercial real estate               (30)         ---          ---          ---          (20)
    Consumer                                              (90)         (86)         (50)         (29)         (45)

      Total charge-offs                                  (282)        (323)         (62)         (32)         (65)

Recoveries:
    One- to four-family real estate                         4          ---            1           14           10
    Consumer                                               34           11           10            5           22

      Total recoveries                                     38           11           11           19           32

Net charge-offs                                          (244)        (312)         (51)         (13)         (33)
Provision charged to operations                           300          195          255          465          470

Balance at end of period                               $1,889       $1,833       $1,950       $1,746       $1,294

Ratio of net charge-offs during the period to average 
  loans outstanding during the period                     .19%         .26%         .04%         .02%         .03%

                                    

Allowance for loan losses as a % of period-end loans     1.50%        1.47%        1.61%        1.43%        1.06%

</TABLE>

The Company will continue to monitor its allowance for loan losses
and make future additions to the allowance through the 
provision for loan losses as conditions dictate. Although the Company
maintains its allowance for loan losses at a level which it 
considers to be adequate to provide for the inherent risk of loss
in its loan portfolio, there can be no assurance that future 
losses will not exceed estimated amounts or that additional provisions
for loan losses will not be required in future periods. In 
addition, the Company's determination as to the amount of its allowance
for loan losses is subject to review by the OTS, as part 
of their examination process, which may result in the establishment
of an additional allowance based upon their judgment of the 
information available to them at the time of their examination.

Non-Interest Income

Non-interest income was $512,000 for the year ended September 30,
1997, a decrease of $484,000 or 48.6% over the comparable period 
of 1996. The decrease was principally due to the $460,000 net change
in the Company's recovery of its Nationar loss reserve. In 
the year ended September 30, 1996, the Company recovered $560,000
of its original loss reserve of $660,000, and recovered the 
remaining $100,000 in fiscal 1997.

Non-Interest Expense

Non-interest expense for the year ended September 30, 1997 was $5,187,000
an increase of $929,000, or 21.8% over 
1996. Increases in personnel costs, net occupancy, supplies, professional
fees and other expenses, were offset somewhat by 
reductions in other real estate expenses. 

Salaries and employee benefits increased $823,000, or 37.9% over 1996,
principally from ESOP and MRP compensation expenses, both 
new plans since the Company went public. ESOP and MRP expenses for
the year ended September 30, 1997, were $342,000 and $419,000, 
respectively, compared to ESOP expense of only $119,000 and no MRP
expense during the comparable period in 1996. In addition, the 
Company experienced increased personnel costs of approximately $135,000
due to opening its fourth full service branch in late 
December 1996. 

Net occupancy costs were $329,000, an increase of $78,000, or 31.1%
over 1996, as the Company experienced increased costs relating 
to its new branch, as well as depreciation of renovations at another
branch office. Postage and supplies increased $68,000, or 
39.8% over 1996, principally from the new branch and shareholder related
costs such as annual reports as well as special and 
annual meeting proxy costs. Professional fees were $262,000, an increase
of $52,000, or 24.8%, as the Company experienced 
increased legal and accounting costs of operating a public company.
Other expenses increased $67,000, or 11.3% over the comparable 
period of 1996. The increases included higher OTS assessments because
1996 included only assessments for the two quarters after 
the January conversion of the Bank from a state mutual to a federal
stock savings bank. In addition, the Company incurred higher 
director and officer insurance costs, transfer agent, franchise tax
and other costs relating to operating a public company.

Other real estate expenses decreased $265,000, as the Company realized
$140,000 in gains on the sale of other real estate during 
the year ended September 30, 1997; 
there were no gains during fiscal 1996. In addition, in the year ended
September 30, 1996, the Company, as part of its 
periodic valuations of real estate owned, recorded write-downs on
certain properties and increased its estimated cost of 
the future disposition of property owned by approximately $134,000.
There were no write-downs in the comparable period of 1997.

Income Tax Expense

Income tax expense for the year ended September 30, 1997 was $2,534,000
an increase of $398,000, or 18.6% over the comparable 
period of 1996. The change was principally the 18.1% improvement in
income before income taxes. The Company's effective tax rates 
for the year ended September 30, 1997 and 1996, were 39.34% and 39.17%,
respectively.

Comparison of Operating Results for the Years Ended September 30, 1996 and 1995

General

Net income for the year ended September 30, 1996 was 
$3.3 million, an increase of $1.6 million or 92.4% over the $1.7 million
for the year ended September 30, 1995. The Company showed 
improvement throughout its consolidated statement of operations as
net interest income increased $1.3 million, non-interest income 
increased $.7 million, non-interest expenses decreased $.4 million
and the provision for loan losses decreased $.1 million.  The 
Company experienced an increase in income taxes of $.9 million, primarily
due to higher pre-tax income of $2.5 million.

On a comparative basis, net income for fiscal years 1996 and 1995,
were impacted by the closure liquidation of Nationar, the 
Bank's principal correspondent bank. During fiscal 1995, the Company
established a reserve of $660,000 for possible Nationar 
losses, resulting in a $396,000 after 
tax reduction in net income for the year. In June 1996, the Company
was paid more than 90% of its claim and since $100,000 of the 
reserve is estimated to be necessary to cover the remaining claim,
the Company included $560,000 in non-interest income as a 
recovery in the year ended September 30, 1996, increasing net income
by approximately $336,000 after tax. See Note 14 of Notes to 
Consolidated Financial Statements.

Net-interest Income

Net interest income was $8.9 million for the year ended September
30, 1996, an increase of $1.3 million or 17.5% over fiscal 1995. 
The increase was principally caused by the higher level of average
earning assets, related to the Company's initial public 
offering which provided net investable proceeds of $50.4 million,
somewhat offset by a lower net yield on average earning assets 
as those proceeds could not immediately be invested prudently in loans,
the Company's highest yielding asset category. Average 
earning assets were $259.1 million, an increase of $40.3 million,
or 18.4% over fiscal 1995. In addition, net interest income and 
average earning assets were favorably impacted by the approximately
$128.0 million of common stock subscriptions held by the Bank 
pending consummation of the Company's stock offering. For fiscal 1996,
common stock subscriptions were included in "other" 
interest bearing liabilities and averaged approximately $9.1 million.
The Bank paid interest on those subscriptions at its savings 
deposit rate of 3.5%.

The net yield on average earning assets was 3.44% for the year ended
September 30, 1996, down slightly from the 3.47% in 1995. The 
decrease was principally due to the high percentage of assets invested
in federal funds sold and the change in the composition of 
interest bearing liabilities. Federal funds sold represented approximately
25.4% of average earning assets in 1996, as compared to 
only 9.5% in 1995. In addition, the Company had experienced in fiscal
1995 and early 1996, similar to many financial institutions, 
a customer preference in a then rising rate environment, for higher
costing certificates of deposits, rather than savings 
accounts. Average savings account balances represented 41.1% of average
interest bearing liabilities in 1996, compared to 50.6% in 
1995. Average certificates of deposits were 45.0% of average interest
bearing liabilities in fiscal 1996, as 
compared to 39.5% in 1995.

Provision for loan losses

The provision for loan losses is based upon management's periodic
analysis of the allowance for loan losses. For the year ended 
September 30, 1996, the provision for loan losses was $195,000, a
decrease of $60,000 from the $255,000 in 1995. The decrease is 
based on management's assessment of the adequacy of the allowance,
which is based on a number of factors including review of non-
performing and other classified loans, the value of collateral for
such loans, historical net charge-offs, and current and 
prospective economic conditions. During fiscal 1996, the Company experienced
an increase in non-performing loans, which were $1,369,000 as of 
September 30, 1996, an increase of $334,000 or 32.3% over the $1,035,000
as of September 30, 1995. The increase was principally 
due to a higher number of residential borrowers filing for bankruptcy
protection. Management believes that since most of loans 
with bankruptcy filings are secured by real estate, losses will be
limited and that the $1.8 million allowance for loan losses at 
September 30, 1996, which provided 133.9% coverage of non-performing
loans, was adequate.

Non-interest income

Non-interest income was $996,000 for the year ended September 30,
1996, an increase of $734,000 over 1995. The increase 
principally represented the recovery of $560,000 from the Nationar
loss contingency reserve established in 1995. In addition, 
service fees on deposit accounts increased $90,000 or 70.3% due to
the implementation of new fees on existing products. Lastly, the Company
realized net security gains of $33,000 in 1996, an improvement of $78,000
over the $45,000 of net security losses in the year ended September 30, 1995.
The gains realized in 1996 related to securities acquired at 
a discount that were called by the issuer prior to contractual maturity,
and the loss in 1995 related to the Bank's write-off of both its stock and 
debenture investments in Nationar. See Note 14 to Notes to 
Consolidated Financial Statements.

Non-interest expense

Non-interest expense for the year ended September 30, 1996 was $4,258,000,
a decrease of $407,000 from fiscal 1995 when the 
Company recorded the $660,000 provision for losses on Nationar. Excluding
the Nationar provision, non-interest expense in 1996 was 
up $253,000 or 6.3%. Increases in 
personnel costs, outside data processing, other professional fees,
costs related to real estate acquired in foreclosure, 
and all other expenses were partially offset by reductions in FDIC
insurance premiums and advertising expenses. 

Salaries and employee benefits were $2,173,000, an increase of $232,000,
or 11.9% over 1995, principally due to ESOP and 
postretirement benefit costs other than pensions. In fiscal 1996,
the Company recognized ESOP expense of $119,000, representing 
the expense since April 18, 1996, a period of less than six months.
In addition, on October 1, 1995, the Company implemented 
Statement of Financial Accounting Standard No. 106 (SFAS #106), which
increased the expense of postretirement benefits other than 
pensions by approximately $150,000. Partially offsetting the increases
were lower medical benefit costs as the Company changed 
insurance carriers and received premium reductions due to its favorable
claims experience.

Outside data processing costs were $337,000 in 1996, an increase of
$102,000 or 43.4% over 1996. The increase is principally due 
to a change from paying for services by maintaining compensating balances
for which no interest was received, to instead paying 
direct service fees, only with no required compensating balances.
Management believes that the increase in servicing fees is 
offset by an increase in interest earned on the amounts no longer
required to be held as compensating balances. Professional fees 
increased $88,000, principally from higher legal and accounting 
costs relating to operating a public company. Other real estate costs
were higher as the Company, as part of its regular 
valuations of real estate owned, recorded write-downs on certain properties
acquired in foreclosure and increased its estimated 
cost of disposition. All other expenses were $594,000, an increase
of $143,000 or 31.7%. The increases were principally $55,000 in 
OTS assessments due to the Bank's change to a federal thrift charter,
higher directors' fees of $46,000 and increased insurance 
costs of operating 
a "public" company. 

Advertising and business promotion expense was $137,000 in 1996, a
decrease of $187,000. The decrease was principally because 1995 
included more special promotional campaigns. FDIC insurance premiums
were lower in 1996, since the Bank is BIF insured and paid 
only the regulatory minimum of $500 in each of the last three quarters
of fiscal 1996, and $.04 for the first fiscal quarter of 
1996, compared to last year's $.23 per $100 of assessed deposits for
the first fiscal quarter, and $.04 for the remaining three 
quarters.

Income taxes

Income tax expense for the year ended September 30, 1996 was $2,136,000,
an increase of $935,000, or 77.9% higher than the same 
period of 1995. The increase was principally the 86.4% improvement
in income before income taxes. The Company's effective tax rate 
for the years ended September 30, 1996 and 1995, were 39.17% and 41.06%,
respectively. The decrease in the Company's effective 
rate in 1996 was principally the $131,000 reduction in the Company's
deferred tax valuation reserve as certain deferred tax 
uncertainties were resolved.

Liquidity and Capital Resources

Liquidity is the ability to generate cash flows to meet present, and
expected future funding needs. Management monitors the 
Company's liquidity position, principally its federal funds and short-term
borrowings, on a daily basis and evaluates its ability 
to meet expected and unexpected depositor withdrawals and to make
new loans and or investments. 
The Company has historically maintained high levels of 
liquidity, and manages its balance sheet so there has been no need
for unanticipated sales of assets.

The primary sources of funds for operations are deposits, short-term
borrowings, principal and interest payments on loans, 
mortgage backed securities, and other securities available for sale.

Net cash provided by operating activities was $5.7 million for the
year ended September 30, 1997, a decrease of $.2 million over 
the comparable period of 1996. The decrease from 1996, was principally
the collection of the Company's claim against Nationar, 
partially offset by an increase in net income, an increase in accrued
expenses and other liabilities, and non cash compensation 
accruals such as MRP and ESOP compensation expense. In June 1996,
the Company received approximately $3.1 million of its claim 
against Nationar with the remaining balance of $183,000 collected
in the year ended September 30, 1997, or a net change of $2.9 
million. The increase in accrued expenses and other liabilities was
principally caused by an increase in outstanding official bank 
checks, resulting from a change in school tax due dates. Investing
activities used $41.3 million in 1997, as the Company invested 
more of its initial net offering 
proceeds in securities available for sale, principally mortgage backed
securities and, to a lesser extent, loans and capital 
expenditures related to its new branch office. Financing activities
used $1.8 million, as the Company repurchased 1,029,476 shares 
of its common stock at a cost of approximately $15.3 million, and
paid cash dividends of approximately $1.0 million, offset 
somewhat by an $11.4 million increase in the Company's short-term
borrowings and a $4.2 million increase in deposits. For more 
details 
concerning the Company's cash flows, see "Consolidated Statements
of Cash Flows."

An important source of the Company's funds is the Bank's core deposits.
Management believes that a substantial portion of the 
Bank's $200.9 million of deposits are a dependable source of funds
due to long term customer relationships. The Company does not 
currently use brokered deposits as a source of funds, and deposit
accounts having balances in excess of $100,000 total only $20.0 
million or less than 10.0% of total deposits. The Bank is required
to maintain minimum levels of liquid assets as defined by the 
OTS regulations. The requirement, which may be varied by the OTS depending
upon economic conditions and deposit flows, is based 
upon a percentage of deposits and short-term borrowings. The OTS required
minimum liquidity ratio is currently 5% and for the 
month of September 1997, the Bank exceeded that, maintaining an average
liquidity ratio of 20.1%. On November 24, 1997, the OTS 
issued an updated rule, which simplifies and streamlines its liquidity
regulation. Under the new rule, the minimum liquidity ratio 
has been reduced to 4%, and the definition of liquid assets, as well
as net withdrawable accounts were revised. Since the Bank was 
in substantial compliance before the regulation, the new rule should
not have a material effect on its operations.

The Company anticipates that it will have sufficient funds to meet
its current commitments. At September 30, 1997, the Company had 
commitments to originate loans of $1.3 million. In addition, the Company
had undrawn commitments of $2.5 million on home equity 
and other lines of credit. Certificates of deposits which are scheduled
to mature in one year or less at September 30, 1997, 
totaled $63.2 million, and management believes that a significant
portion of such deposits will remain with the Company.

Catskill Financial is regulated by the OTS and although there are
no minimum capital requirements for the holding company itself, 
the Bank is required to maintain minimum regulatory capital ratios.
The following is a summary of the Bank's actual capital 
amounts and ratios as of September 30, 1997, compared to the OTS minimum
capital requirements:

<TABLE>
<CAPTION>
                                                                    Actual                           Minimum

(dollars in thousands)                                        Amount           %               Amount           %
<S>                                                           <C>              <C>             <C>              <C>

Tangible Capital                                              $59,031          20.7%           $4,278           1.5%
Core Capital                                                   59,031          20.7             8,556           3.0
Risk Based Capital                                             60,159          61.3             7,854           8.0

</TABLE>

Liquidity and Capital Resources (continued)

In October 1996, the Board of Directors authorized the Company to
repurchase 4% of its issued and outstanding shares to fund its 
Management Recognition Plan which was approved at a special meeting
of shareholders on October 24, 1996. By December 4, 1996, the 
Company had completed the repurchase of 227,470 shares of its common
stock to fund the MRP at a cost of $3.1 million, or an 
average of $13.59 per share. In addition, after Board approval, the
Company received OTS approval on November 26, 1996, to 
repurchase up to 10% of its shares over the period ending April 18,
1997. Such shares are available for general corporate purposes 
including funding the Company's stock option plan which was also approved
at the special meeting of shareholders. By April 17, 
1997, the Company had completed the repurchase of 564,506 shares under
the 10% repurchase program at a cost of $8.5 million or 
$15.06 per share. On May 15, 1997, the Company filed notice with the
OTS of its intention to repurchase up to 5% of its 
outstanding stock, or 253,675 shares. The OTS had no objection to
the proposal, provided the purchases are completed by April 18, 
1998, and by September 30, 1997, the Company had already repurchased
237,500 shares at a cost of $3.7 million or $15.73 per share. 
The Holding Company itself has adequate resources to repurchase the
remaining 16,175 shares without dividends from the Bank. In 
addition, at September 30, 1997, the Bank could, after notifying the
OTS in writing, pay to the holding company dividends of 
approximately $26.5 million.

Impact of Year 2000

The Company has conducted a comprehensive review of its computer systems
to identify applications that could be affected by the 
"Year 2000" issue, and has developed an implementation plan to resolve
the issue. The Company's data processing is performed 
exclusively by third party vendors, consequently, the Company is primarily
dependent 
on those vendors to conduct its business. The Company has already
contacted each vendor to request time tables for year 2000 
compliance and expected costs, if any, to be passed along to the Company.
The Company's primary service provider anticipates that 
all reprogramming efforts will be completed by December 31, 1998,
allowing the Company adequate time for testing. Certain other 
vendors have not yet responded, however, the Company will pursue other
options if it appears that these vendors will be unable to 
comply. Management does not expect these costs to have a significant
impact on its financial position or results of operations, 
however, there can be no assurance that the vendors systems will be
2000 compliant, consequently the Company could incur 
incremental costs to convert to another vendor.

Impact of Inflation and Changing Prices

The Company's consolidated financial statements are prepared in accordance
with generally accepted accounting principles which 
require the measurement of financial position and operating results
in terms of historical dollars without considering the changes 
in the relative purchasing power of money over time due to inflation.
The impact of inflation is reflected in the increasing cost 
of the Company's operations. Unlike most industrial companies, nearly
all assets and liabilities of the Company are monetary. As a 
result, interest rates have a greater impact on the Company's performance
than do the effects of general levels of inflation. In 
addition, interest rates do not necessarily move in the direction,
or to the same extent as the 
price of goods and services.

Impact of New Accounting Standards

In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 128, "Earnings 
per Share" (SFAS No. 128). SFAS No. 128 establishes standards for
computing and presenting earnings per share (EPS). This 
Statement simplifies the standards for computing EPS making them comparable
to international EPS standards and supersedes 
Accounting Principles Board Opinion No. 15, "Earnings per Share" and
related interpretations. SFAS No. 128 replaces the 
presentation of primary EPS with the presentation of basic EPS. It
also requires dual presentation of basic and diluted EPS on the 
face of the income statement for all entities with complex capital
structures and requires a reconciliation of the numerator and 
denominator of the diluted EPS computation.

Basic EPS excludes dilution and is computed by dividing income available
to common stockholders by the weighted average number of 
common shares outstanding for the period. Diluted EPS reflects the
potential dilution that could occur if securities or other 
contracts to issue common stock were exercised or converted into common
stock or resulted in the issuance of common stock that 
then shared in the earnings of the entity (such as the Company's stock
options). This Statement is effective for financial 
statements issued for periods ending after December 15, 1997, including
interim periods. Earlier adoption is not permitted. This 
Statement requires restatement of all prior-period EPS data presented.
Management does not anticipate the effect of the adoption 
of SFAS No. 128 to be material.

In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standard No. 129, "Disclosure 
of Information about Capital Structure" (SFAS No. 129), which establishes
standards 
for disclosure about a company's capital structure. In accordance
with SFAS No. 129, companies will be required to provide in the 
financial statements a complete description of all aspects of their
capital structure, including call and put features, redemption 
requirements and conversion options. The disclosures required by SFAS
No. 129 are for financial statements for periods ending 
after December 15, 1997. Management anticipates providing the required
information in the 1998 annual consolidated financial 
statements.

In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 130, "Reporting 
Comprehensive Income" (SFAS No. 130).
SFAS No. 130 establishes standards for reporting and displaying comprehensive
income. SFAS No. 130 states that comprehensive 
income includes the reported net income of a company adjusted for
items that are currently accounted for as direct entries to 
equity, such as the mark to market adjustment on securities available
for sale, foreign currency items and minimum pension 
liability adjustments. This statement is effective for fiscal years
beginning after December 15, 1997. Management anticipates 
developing the required information for inclusion in the 1998 annual
consolidated financial statements.

In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard No. 131, "Disclosure 
about Segments of an Enterprise and Related Information" (SFAS No.
131). SFAS No. 131 establishes standards for reporting by 
public companies about operating segments of their business. SFAS
No. 131 also establishes standards for related disclosures about 
products and services, geographic areas and major customers. This
statement is effective for periods beginning after December 15, 
1997. Management anticipates developing the required information for
inclusion in the 1998 annual consolidated financial 
statements of Catskill Financial Corporation.

INDEPENDENT AUDITOR'S REPORT

The Board of Directors
Catskill Financial Corporation:

We have audited the accompanying consolidated statements of financial
condition of Catskill Financial Corporation and subsidiary (the Company)
as of September 30, 1997 and 1996, and the related statements of operations,
changes in shareholders' equity and cash flows for each of the years
in the three-year period ended September 30, 1997. These consolidated
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of Catskill Financial Corporation and subsidiary at September 30,
1997 and 1996, and the results of its operations and its cash flows
for each of the years in the three-year period ended September 30,
1997, in conformity with generally accepted accounting principles.

KPMG Peat Marwick LLP

October 24, 1997
Albany, New York

<TABLE>
Consolidated Statements of Financial Condition
<CAPTION>
                                                                                   September 30,
(in thousands, except for share amounts)                                       1997          1996
<S>                                                                            <C>           <C>
Assets
  Cash and due from banks                                                      $  2,274      $  4,112
  Federal funds sold                                                                 --        35,600

    Cash and cash equivalents                                                     2,274        39,712

Securities available for sale, at fair value (note 4)                           148,114        97,041
Investment securities (estimated fair value of $8,112 in 1997 
    and $19,090 in 1996) (note 5)                                                 8,055        19,077
Investment required by law, stock in Federal Home Loan Bank of NY,at cost         1,762         1,159
Loans receivable, net (note 6)                                                  124,337       122,533
Accrued interest receivable (note 7)                                              2,303         1,736
Premises and equipment, net (note 8)                                              2,367         1,886
Real estate owned, net                                                              248           357
Deposits held at Nationar, net (note 14)                                             --            83
Other assets                                                                        159           175

      Total assets                                                             $289,619      $283,759

Liabilities and Shareholders' Equity

Liabilities:
  Due to depositors (note 9):
    Non-interest bearing                                                       $  4,370      $  3,714
    Interest bearing                                                            196,542       193,039

      Total deposits                                                            200,912       196,753

  Short-term borrowings (note 15)                                                11,385            --
  Advance payments by borrowers for taxes and insurance                             533         1,632
  Accrued interest payable                                                           59            58
  Official bank checks                                                            3,861         2,557
  Accrued expenses and other liabilities                                          1,092           378

      Total liabilities                                                         217,842       201,378
Commitments and contingent liabilities (notes 10, 11, 12 and 13)

Shareholders' Equity:
  Preferred stock, $.01 par value; authorized 5,000,000 shares                       --            --
  Common stock, $.01 par value; authorized 15,000,000 shares; 
    5,686,750 shares issued at September 30, 1997 and 1996                           57            57
  Additional paid-in capital                                                     54,811        54,864
  Retained earnings, substantially restricted (note 2)                           34,915        31,984
  Common stock acquired by ESOP (note 12)                                        (4,209)       (4,436)
  Unearned management recognition plan (MRP) (note 12)                           (1,856)           --
  Treasury stock, at cost (848,244 shares at September 30, 1997)                (12,862)           --
  Net unrealized gain (loss) on securities available for sale, net of taxes         921           (88)

      Total shareholders' equity                                                 71,777        82,381

      Total liabilities and shareholders' equity                               $289,619      $283,759
</TABLE>
See accompanying notes to consolidated financial statements.

<TABLE>
Consolidated Statements of operations
<CAPTION>
                                                                                 Years ended September 30,
(in thousands, except for share amounts)                                  1997           1996          1995
<S>                                                                       <C>            <C>           <C>
Interest and dividend income:
  Loans                                                                   $   10,083     $    9,783    $ 9,733
  Securities available for sale                                                8,805          2,201         --
  Investment securities                                                          688          2,282      4,663
  Federal funds sold and other                                                   546          3,625      1,196
  Stock in Federal Home Loan Bank of NY                                           95             41         --

    Total interest and dividend income                                        20,217         17,932     15,592

Interest expense:      

  Deposits (note 9)                                                            8,652          9,022      8,009
  Short-term borrowings (note 15)                                                149             --         --

    Total interest expense                                                     8,801          9,022      8,009

    Net interest income                                                       11,416          8,910      7,583

Provision for loan losses (note 6)                                               300            195        255

    Net interest income after provision for loan losses                       11,116          8,715      7,328

Noninterest income:
  Recovery of Nationar loss contingency (note 14)                                100            560         --
  Service fees on deposit accounts                                               243            218        128
  Net securities gains (losses)                                                   19             33        (45)
  Other income                                                                   150            185        179

    Total noninterest income                                                     512            996        262

Noninterest expenses:
  Salaries and employee benefits                                               2,996          2,173      1,941
  Advertising and business promotion                                             200            137        324
  Net occupancy on premises                                                      329            251        241
  Federal deposit insurance premium                                               20             21        332
  Postage and supplies                                                           239            171        185
  Provision for Nationar loss contingency (note 14)                               --             --        660
  Outside data processing fees                                                   357            337        235
  Equipment                                                                      177            153        155
  Professional fees                                                              262            210        122
  Other real estate expenses, net                                                (54)           211         19
  Other                                                                          661            594        451

    Total noninterest expense                                                  5,187          4,258      4,665

Income before taxes                                                            6,441          5,453      2,925
Income tax expense (note 10)                                                   2,534          2,136      1,201

  Net income                                                              $    3,907     $    3,317     $1,724

Earnings per share (for 1996, calculated using post conversion 
  net income)(see note 1)                                                 $      .84     $      .38        N/A
Weighted average common shares                                             4,629,697      5,231,810        N/A
                        
</TABLE>
See accompanying notes to consolidated financial statements.

<TABLE>
Consolidated Statements of Changes in Shareholders' Equity
<CAPTION>
                                                         Years ended September 30, 1997, 1996 and 1995
                                                                                                           Net unrealized
                                                                                                           gain (loss)
                                                             Retained      Common    Unearned              on securities 
                                                  Additional earnings,     stock     management   Treasury available
(dollars in thousands,           Shares    Common paid-in    substantially acquired  recognition  stock,   for sale
except for share amounts)        issued    stock  capital    restricted    by ESOP   plan         at cost  net of taxes  Total
<S>                              <C>       <C>    <C>        <C>           <C>       <C>          <C>      <C>           <C>
Balance at September 30, 1994           -- $   -- $       -- $      26,943 $     --  $        --  $     -- $          -- $26,943
Net income                              --     --         --         1,724       --           --        --            --   1,724
Balance at September 30, 1995           --     --         --        28,667       --           --        --            --  28,667
Net income                              --     --         --         3,317       --           --        --            --   3,317
Common stock issued              5,686,750     57     54,858            --       --           --        --            --  54,915
Acquisition of common stock    
  by ESOP (454,940 shares)              --     --         --            --   (4,549)          --                          (4,549)
Allocation of ESOP stock 
  (11,374 shares)                       --     --          6            --      113           --                             119
Change in net unrealized gain
  (loss) on securities available
  for sale, net of taxes                --     --         --            --       --           --        --           (88)    (88)
Balance at September 30, 1996    5,686,750     57     54,864        31,984   (4,436)          --        --           (88) 82,381
Net income                              --     --         --         3,907       --           --        --            --   3,907
Dividends paid on 
  common stock                          --     --         --          (976)      --           --        --            --    (976)
Purchases of common stock 
  (1,029,476 shares)                    --     --         --            --       --           --   (15,305)           -- (15,305)
Allocation of ESOP stock 
  (22,722 shares)                       --     --        115            --      227           --        --            --     342
Change in net unrealized gain 
  (loss) on securities available 
  for sale, net of taxes                --     --         --            --       --           --        --         1,009   1,009
Grant of restricted stock under
  MRP (181,232 shares)                  --     --       (168)           --       --       (2,275)    2,443            --      --
Amortization of unearned
  MRP compensation                      --     --         --            --       --          419        --            --     419
Balance at September 30, 1997    5,686,750 $   57 $   54,811 $      34,915 $ (4,209) $    (1,856) $(12,862) $        921 $71,777
</TABLE>

See accompanying notes to consolidated financial statements.

<TABLE>
Consolidated Statements of Cash Flows       
<CAPTION>
                                                                                         Years ended September 30,
(in thousands, except for share amounts)                                            1997           1996           1995
<S>                                                                                 <C>            <C>            <C>
Increase (decrease) in cash and cash equivalents:
  Cash flows from operating activities:
    Net income                                                                      $   3,907      $  3,317       $  1,724
    Adjustments to reconcile net income to net cash provided by 
        operating activities:
      Depreciation                                                                        183           136            139
      Provision for loan losses                                                           300           195            255
      Provision for (recovery of) Nationar loss contingency                              (100)         (560)           660
      MRP compensation expense                                                            419            --             --
      ESOP compensation expense                                                           342           119             --
      Writedown on real estate owned                                                       --           134             --
      Writedown of Nationar debenture and capital stock                                    --            --             47
      Loss (gain) on sale of other real estate owned                                     (140)           85            (17)
      Gain on sales and calls of securities                                               (19)          (33)            (2)
      Net accretion on securities                                                        (157)         (308)          (337)
      Deferred tax benefit                                                               (156)         (151)          (321)
      (Transfer to other assets) collection of deposits held at Nationar                  183         3,083         (3,266)
      (Increase) decrease in other assets                                                (551)         (149)           (11)
      Increase (decrease) in accrued expenses and other liabilities                     1,502            25          3,010
        
        Net cash provided by operating activities                                       5,713         5,893          1,881

  Cash flows from investing activities:
      Proceeds from maturity, paydowns, and calls of investment securities             11,023        28,884         24,203
      Proceeds from maturity, paydowns, and calls of securities 
        available for sale                                                             64,415       126,656             --
      Proceeds from sales of securities available for sale                              5,959            --             --
      Purchases of investment securities                                                   --        (6,015)       (12,930)
      Purchase of Federal Home Loan Bank Stock                                           (603)       (1,159)            --
      Purchases of securities available for sale                                     (119,590)     (198,359)            --
      Net (increase) decrease in loans                                                 (2,642)       (4,570)           340
      Capital expenditures, net                                                          (664)         (290)          (365)
      Proceeds from sale of other real estate owned                                       787           114            185
                        
        Net cash (used) provided by investing activities                              (41,315)      (54,739)        11,433

  Cash flows from financing activities:
      Net increase (decrease) in demand, statement, passbook, money market
        and NOW deposit accounts                                                       (2,523)       (1,814)       (33,407)
      Net increase in certificates of deposit                                           6,682         1,337         29,812
      Increase (decrease) in advances from borrowers for taxes and insurance           (1,099)          605         (1,235)
      Net proceeds from sale of common stock                                               --        54,915             --
      Common stock acquired by ESOP                                                        --        (4,549)            --
      Cash dividends on common stock                                                     (976)           --             --
      Purchase of common stock for treasury                                           (15,305)           --             --
      Increase in short-term borrowings                                                11,385            --             --
                        
        Net cash (used) provided by financing activities                               (1,836)       50,494         (4,830)

Net (decrease) increase in cash and cash equivalents                                  (37,438)        1,648          8,484
Cash and cash equivalents at beginning of year                                         39,712        38,064         29,580

Cash and cash equivalents at end of year                                            $   2,274      $ 39,712     $   38,064

Supplemental disclosures of cash flow information -- 
  cash paid during the year for: 
    Interest                                                                        $   8,800      $  9,018      $   8,014
                        
    Income taxes                                                                    $   2,770      $  2,274      $   1,416
                        
Noncash investing activities:
  Reduction in loans receivable resulting from the transfer to real estate owned    $     538      $    206      $     273
                          
  Investments securities transferred to securities available for sale in accordance 
    with the Financial Accounting Standards Board's "Special Reports," fair value 
    of securities transferred was $25.3 million (note 4)                                   --      $ 24,800             --
                        
  Change in net unrealized gain (loss) on securities available for sale,
  net of deferred tax liability (benefit) of $673 and ($59) respectively            $   1,009      $     88             --
</TABLE>

Notes to Consolidated Financial Statements

(1) Summary of Significant Accounting Policies
Catskill Financial Corporation (the Holding Company) was incorporated
under Delaware law in December 1995 as a holding company to purchase
100% of the common stock of Catskill Savings Bank (the Bank). The
Bank converted from a mutual form to a stock institution in January
1996, and the Holding Company completed its initial public offering
on April 18, 1996, at which time the Holding Company purchased all
of the outstanding stock of the Bank. To date, the principal operations
of Catskill Financial Corporation and subsidiary (the Company) have
been those of the Bank.

The following is a description of the more significant policies which
the Company follows in preparing and presenting its consolidated financial
statements:

(a) Basis of Presentation
The accompanying consolidated financial statements include the accounts
of the Holding Company and its wholly owned subsidiary, the Bank.
All significant intercompany transactions and balances are eliminated
in consolidation. The accounting and reporting policies of the Company
conform in all material respects to generally accepted accounting
principles and to general practice within the thrift industry.

The preparation of the consolidated financial statements in conformity
with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the consolidated financial statements and
the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant
change in the near-term relate to the determination of the allowance
for loan losses and the valuation of real estate acquired in connection
with foreclosures or in satisfaction of loans. In connection with
the determination of the allowance for loan losses and the valuation
of real estate owned, management obtained appraisals for significant
properties.

(b) Business
A significant portion of the Company's loans are secured by real estate
in Greene County and southern Albany County in New York. In addition,
a substantial portion of the real estate owned is located in those
same markets. Accordingly, the ultimate collectibility of a substantial
portion of the Company's loan portfolio and the recovery of a substantial
portion of the carrying amount of real estate owned are dependent
upon market conditions in the upstate New York region.

Management believes that the allowance for loan losses is adequate
and that real estate owned is properly valued. While management uses
available information to recognize losses on loans and real estate
owned, future additions to the allowance or writedowns on real estate
owned may be necessary based on changes in economic conditions. In
addition, various regulatory agencies, as an integral part of their
examination process, periodically review the Bank's allowance for
loan losses. Such agencies may require the Bank to recognize additions
to the allowance or writedowns on real estate owned based on their
judgments about information available to them at the time of their
examination which may not be currently available to management.

(c) Securities Available for Sale,
 Investment Securities and Federal
 Home Loan Bank of New York Stock
Management determines the appropriate classification of securities
at the time of purchase. If management has the positive intent and
ability to hold debt securities to maturity, they are classified as
investment securities and are stated at amortized cost. All other
debt and marketable equity securities are classified as securities
available for sale and are reported at fair value, with net unrealized
gains or losses reported as a separate component of shareholders'
equity, net of estimated income taxes. The Company does not maintain
a trading portfolio.

Realized gains and losses on the sale of securities are based on the
net proceeds and the amortized cost of the securities sold, using
the specific identification method. The cost of securities is adjusted
for amortization of premium and accretion of discount, which is calculated
on an effective interest method.

Mortgage backed securities, which are guaranteed by the Government
National Mortgage Association ("GNMA"), the Federal Home Loan Mortgage
Corporation ("FHLMC"), or the Federal National Mortgage Association
("FNMA"), represent participating interests in direct pass-through
pools of long-term first mortgage loans originated and serviced by
the issuers of the securities.

Unrealized losses on securities are charged to earnings when the decline
in fair value of a security is judged to be other than temporary.

Non-marketable equity securities, such as Federal Home Loan Bank of
New York stock, is stated at cost. The investment in Federal Home
Bank of New York stock is required for membership.

(d) Loans Receivable
Loans receivable are stated at unpaid principal amount, net of deferred
loan fees and allowance for loan losses. Loan origination fees net
of certain related costs are amortized into income over the estimated
term of the loan using the interest method of amortization. Interest
income on loans is not recognized when considered doubtful of collection
by management.

Loans considered doubtful of collection by management are placed on
a nonaccrual status for the recording of interest. Generally loans
past due 90 days or more as to principal or interest are placed on
nonaccrual status except for certain loans which, in management's
judgment, are adequately secured and for which collection is probable.
Previously accrued income that has not been collected is reversed
from current income. Thereafter, the application of payments received
(principal or interest) is dependent on the expectation of ultimate
repayment of the loan. If ultimate repayment of the loan is expected,
any payments received are applied in accordance with contractual terms.
If ultimate repayment of principal is not expected or management judges
it to be prudent, any payment received on a non-accrual loan is applied
to principal until ultimate repayment becomes expected. Loans are
removed from non-accrual status when they are estimated to be fully
collectible as to principal and interest. Amortization of related
deferred fees or costs is suspended when a loan is placed on non-accrual
status.

The allowance for loan losses is maintained at a level deemed appropriate
by management based on an evaluation of the known and inherent risks
in the present portfolio, the level of non-performing loans, past
loan loss experience, estimated value of underlying collateral, and
current and prospective economic conditions. The allowance is increased
by provisions for loan losses charged to operations.

Impaired loans are identified and measured in accordance with Statement
of Financial Accounting Standards (SFAS) No. 114, "Accounting by Creditors
for Impairment of a Loan," and SFAS No. 118, "Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosures." These
Statements were adopted by the Company on October 1, 1995. A loan
is considered impaired when it is probable that the borrower will
be unable to repay the loan according to the original contractual
terms of the loan agreement, or the loan is restructured in a troubled
debt restructuring subsequent to October 1, 1995. These standards
are applicable principally to commercial and commercial real estate
loans, however, certain provisions related to restructured loans are
applicable to all loan types. The adoption of these Statements did
not have a material effect on the Company's consolidated financial
statements.

Under these Statements the allowance for loan losses related to impaired
loans is based on discounted cash flows using the loan's initial effective
interest rate or the fair value of the collateral for certain loans
where repayment of the loan is expected to be provided solely by the
underlying collateral (collateral dependent loans). The Company's impaired loans
are generally collateral dependent. The Company considers estimated
costs to sell on a discounted basis, when determining the fair value
of collateral in the measurement of impairment if these costs are
expected to reduce the cash flows available to repay or otherwise
satisfy the loans.

(e) Real Estate Owned
Real estate owned includes assets received from foreclosure and in-substance
foreclosures. In accordance with SFAS No. 114, a loan is classified
as an insubstance foreclosure when the Company has taken possession
of the collateral regardless of whether formal foreclosure proceedings
have taken place.

Foreclosed assets, including in-substance foreclosures, are recorded
on an individual asset basis at net realizable value which is the
lower of fair value minus estimated costs to sell or "cost" (defined
as the fair value at initial foreclosure). When a property is acquired
or identified as in-substance foreclosure, the excess of the loan
balance over fair value is charged to the allowance for loan losses.
Subsequent write-downs to carry the property at fair value less costs
to sell are included in noninterest expense. Costs incurred to develop
or improve properties are capitalized, while holding costs are charged
to expense.

At September 30, 1997 and 1996, real estate owned 
consisted primarily of residential one to four family properties.
The Company had no in-substance foreclosures at September 30, 1997
and 1996.

(f) Premises and Equipment, Net
Premises and equipment are carried at cost, less accumulated depreciation
applied on a straight-line basis over the estimated useful lives of
the assets. Useful lives are 10 to 
40 years for banking house and 5 to 7 years for furniture, fixtures
and office equipment.

(g) Income Taxes
Income taxes are provided on income reported in the 
consolidated statements of income regardless of when such taxes are
payable. The Company accounts for income taxes in accordance with
SFAS No. 109, "Accounting for Income Taxes." SFAS No. 109 requires
the asset and liability method of accounting for income taxes. Under
the asset and liability method of SFAS No. 109, deferred tax assets
and liabilities are recognized for the future tax consequences attributable
to differences between financial statement carrying amounts of existing
assets and liabilities and their respective tax basis. Deferred tax
assets and liabilities are measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences
are expected 
to be recovered or settled. Under SFAS No. 109, the effect on deferred
tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date. The Company's
policy is that deferred tax assets are reduced by a valuation reserve
if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized.

(h) Pension Plan
The Company has a defined benefit pension plan covering all full time
employees meeting age and service requirements. This plan is accounted
for in accordance with SFAS No. 87, "Employers' Accounting for Pensions."

(i) Off-Balance-Sheet Risk
The Company is a party to certain financial instruments with off-balance-sheet
risk such as commitments to extend credit. The Company's policy is
to record such instruments when funded.

(j) Cash Equivalents
For purposes of the consolidated statements of cash flows, the Company
considers all cash and due from banks and federal funds sold to be
cash equivalents.

(k)  Official Bank Checks
The Company's official checks (including teller's checks, loan disbursement
checks, interest checks, expense checks and money orders) are drawn
upon deposit accounts at the Bank and are ultimately paid through
the Bank's Federal Reserve correspondent account.

(l)  Stock Based Compensation Plans
Compensation expense in connection with the Company's Employee Stock
Ownership Plan ("ESOP") is recorded in accordance with the American
Institute of Certified Public Accountants' Statement of Position No.
93-6, "Employers' Accounting for Employee Stock Ownership Plans."

The Company accounts for its stock option plans in accordance with
the provisions of Accounting Principles Board ("APB") Opinion No.
25, "Accounting for Stock Issued to Employees." Accordingly, compensation
expense is recognized only if the exercise price of the option is
less than the fair value of the underlying stock at the grant date.
SFAS No. 123, "Accounting for Stock-Based Compensation," encourages
entities to recognize the fair value of all stock-based awards on
the date of grant as compensation expense over the vesting period.
Alternatively, SFAS No. 123 allows entities to continue to apply the
provisions of APB Opinion No. 25 and provide pro forma disclosures
of net income and earnings per share as if the fair-value-based method
defined in SFAS No. 123 had been applied. The Company has elected
to continue to apply the provisions of APB Opinion No. 25 and provide
the pro forma disclosures required by SFAS No. 123.

The Company's Management Recognition Plan ("MRP") is also accounted
for in accordance with APB Opinion No. 25. The fair value of the shares
awarded, measured as of 
the grant date, is recognized as unearned compensation 
(a deduction from shareholders' equity) and amortized to compensation
expense as the shares become vested. Any excess of the cost to fund
purchases of MRP shares over the grant-date fair value is charged
to shareholders' equity.

(m) Earnings per Share
For the year ending September 30, 1997, earnings per share is computed
by dividing net income by the weighted average common shares outstanding,
which excludes the unallocated employee stock ownership plan shares
during the period. The effect of the outstanding stock option awards
and unvested management recognition plan shares is not material to
the calculation of net income per share.

For 1996, earnings per share are compiled on estimated post conversion
earnings of approximately $2.0 million, 
and are based on the weighted average number of shares outstanding
during this period, less unallocated employee stock ownership plan
shares, during the period. Earnings per share are not presented for
periods prior to the initial stock offering as the Bank was a mutual
savings bank at the time and no stock was outstanding.

(n) Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities
In June 1996, the Financial Accounting Standards Board issued SFAS
No. 125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities," which provides accounting and
reporting standards for transfers and servicing of financial assets
and extinguishment of liabilities based on consistent application
of a financial-components approach that focuses on control. The Company
adopted SFAS No. 125 as of January 1, 1997. The adoption of SFAS No.
125 did not have a material impact on the Company's consolidated financial
statements.

(o) Reclassifications
Amounts in the prior years' consolidated financial statements are
reclassified whenever necessary to conform to the current year's presentations.

(2) Conversion to Stock Ownership
On April 18, 1996, the Holding Company sold 5,686,750 shares of common
stock at $10.00 per share to depositors and employees of the Bank.
Net proceeds from the sale of stock of the Holding Company, after
deducting conversion expenses of approximately $1.9 million, were
$54.9 million and are reflected as common stock and additional paid-in
capital in the accompanying September 30, 1997 and 1996 consolidated
statements of financial condition. The Company utilized $27.5 million
of the net proceeds to acquire all of the capital stock of the Bank.

As part of the conversion, the Bank established a liquidation account
for the benefit of eligible depositors who continue to maintain their
deposit accounts in the Bank after conversion. In the unlikely event
of a complete liquidation of the Bank, each eligible depositor will
be entitled to receive a liquidation distribution from the liquidation
account, in the proportionate amount of the then current adjusted
balance for deposit accounts held, before distribution may be made
with respect to the Bank's capital stock. The Bank may not declare
or pay a cash dividend to the Holding Company on, or repurchase any
of, its capital stock if the effect thereof would cause the retained
earnings of the Bank to be reduced below the amount required for the
liquidation account. Except for such restrictions, the existence of
the liquidation account does not restrict the use or application of
retained earnings.

The Bank's capital exceeds all of the fully phased-in capital regulatory
requirements. The Office of Thrift Supervision ("OTS") regulations
provide that an institution that exceeds all fully phased-in capital
requirements before and after a proposed capital distribution could,
after prior notice but without the approval by the OTS, make capital
distributions during the calendar year of up to 100% of its net income
to date during the calendar year plus the amount that would reduce
by one-half its "surplus capital ratio" (the excess 
capital over its fully phased-in capital requirements) at the beginning
of the calendar year. Any additional capital 
distributions would require prior regulatory approval. At September
30, 1997, the maximum amount that could have been paid by the Bank
to the Holding Company was approximately $26.5 million.

Unlike the Bank, the Holding Company is not subject to these regulatory
restrictions on the payment of dividends to its stockholders.

(3) Reserve Requirements
The Bank is required to maintain certain reserves of cash and/or deposits
with the Federal Reserve Bank. The amount of this reserve requirement,
which was covered by the Bank's vault cash included in cash and due
from banks, was approximately $386,000 and $335,000 at September 30,
1997 and 1996, respectively.

The Bank as a member of the FHLB of New York, is required to maintain
a minimum investment in the capital stock of the FHLB, at cost, in
an amount not less than 1% 
of its outstanding home loans or 1/20 of its outstanding borrowings
with the FHLB, whichever is greater, as determined at December 31
of each year. Any excess may be redeemed by the Bank or called by
the FHLB at par.

(4) Securities Available for Sale
In November 1995, the staff of the Financial Accounting Standards
Board released its Special Report, "A Guide to Implementation of Statement
115 on Accounting for Certain Investments in Debt and Equity Securities."
The Special Report contained, among other things, a unique provision
that allowed entities to, as of one date either concurrent with the
initial adoption of the Special Report (November 15, 1995), but no
later than December 31, 1995, reassess the appropriateness of the
classifications of all securities held at that time. On December 29,
1995, the Company transferred certain securities with amortized costs
totaling $24.8 million and fair value totaling $25.3 million from
the "held to maturity" classification to the "available for sale"
classification.

The amortized cost and estimated fair values of 
securities available for sale at September 30, 1997 and 1996 are as
follows:

<TABLE>
<CAPTION>
                                                                                1997
                                                                     Gross          Gross
                                                      Amortized      Unrealized     Unrealized     Estimated                   
(in thousands)                                        Cost           Gains          Losses         Fair Value
<S>                                                   <C>            <C>            <C>            <C>                              
U.S. Treasury and other U.S. Government agencies      $  54,875      $      417     $      (59)    $   55,233
Mortgage backed securities                               83,786           1,069            (61)        84,794
Obligations of states and political subdivisions            194               9             --            203
Corporate bonds                                           5,042              40            (12)         5,070
Other                                                     2,682             132             --          2,814
                              
Total securities available for sale                   $ 146,579      $    1,667     $     (132)    $  148,114
</TABLE>

<TABLE>                              
<CAPTION>
                                                                                1996
<S>                                                   <C>            <C>            <C>            <C> 
                                                                     Gross          Gross
                                                      Amortized      Unrealized     Unrealized     Estimated
(in thousands)                                        Cost           Gains          Losses         Fair Value
                              
U.S. Treasury and other U.S. Government agencies      $  56,842      $      157     $      (78)    $   56,921
Mortgage backed securities                               35,151             580           (829)        34,902
Obligations of states and political subdivisions            191               2             --            193
Corporate bonds                                           5,000              28            (36)         4,992
Other                                                         3              30             --             33
                              
Total securities available for sale                   $  97,187      $      797     $     (943)    $   97,041
</TABLE>

During the year ended September 30, 1997, proceeds from sales of securities
available for sale were $6.0 million. Gross gains realized on these
transactions were approximately $19 thousand. There were no gross
realized losses. There were no sales of securities available for sale
during the year ended September 30, 1996. Prior to December 31, 1995,
the Company did not maintain a securities available for sale portfolio.

The amortized cost and approximate fair value of securities available
for sale at September 30, 1997, by contractual maturity, are shown
below (mortgage backed securities are included by final contractual
maturity). Expected maturities will differ from contractual maturities because 
certain issuers may have the right to call or prepay obligations with or
without call or prepayment penalties.

<TABLE>
<CAPTION>
                                          September 30, 1997
                                       Amortized      Estimated
(in thousands)                         Cost           Fair Value
<S>                  		       <C>	      <C>
Due within one year                    $  12,991      $   13,012
Due one year to five years                10,963          11,050
Due five years to ten years               43,888          44,207
Due after ten years                       78,737          79,845
                  
Total securities available for sale    $ 146,579      $  148,114
</TABLE>

(5) Investment Securities
The amortized cost and estimated fair value of investment securities
at September 30, 1997 and 1996 are as follows:

<TABLE>
<CAPTION>
                                                                              1997
                                                                     Gross          Gross
                                                      Amortized      Unrealized     Unrealized     Estimated
(in thousands)                                        Cost           Gains          Losses         Fair Value
<S>                                                   <C>            <C>            <C>            <C>                              
U.S. Treasury and other U.S. Government agencies      $   6,958              58             (2)         7,014
Corporate bonds                                           1,000               1             --          1,001
Mortgage backed securities                                   97              --             --             97
                              
Total investment securities                           $   8,055      $       59     $       (2)    $    8,112
</TABLE>

<TABLE>
<CAPTION>                                                                          
                                                                              1996
                                                                     Gross          Gross
                                                      Amortized      Unrealized     Unrealized     Estimated
(in thousands)                                        Cost           Gains          Losses         Fair Value
<S>                              		      <C>	     <C>	    <C>		   <C>
U.S. Treasury and other U.S. Government agencies      $  13,965              66            (58)        13,973
Corporate bonds                                           4,999               7             (2)         5,004
Obligations of states and political subdivisions             15              --             --             15
Mortgage backed securities                                   98              --             --             98
                              
Total investment securities                           $  19,077      $       73     $      (60)    $   19,090
</TABLE>

The amortized cost and estimated fair value of investment securities
at September 30, 1997, by contractual maturity, are shown below (mortgage
backed securities are included by final contractual maturity). Expected
maturities will differ from contractual maturities because certain
issuers may have the right to call or prepay obligations with or without
call or prepayment penalties.

<TABLE>
<CAPTION>
                                       Amortized      Estimated
(in thousands)                         Cost           Fair Value
<S>                                    <C>            <C>                  
Due within one year                    $   1,999      $    2,001
Due one year to five years                 6,009           6,014
Due after five years to ten years             --              --
Due after ten years                           47              97
                  
Totals                                 $   8,055      $    8,112
</TABLE>

There were no sales of investment securities during the years ended
September 30, 1997, 1996 or 1995.

(6) Loans Receivable, Net
Loans receivable consist of the following at September 30, 1997 and
1996:

<TABLE>
<CAPTION> 
                                                September 30,
(in thousands)                              1997           1996
<S>                                         <C>            <C>                  

Loans secured by real estate:
  Conventional one-to four-family           $102,145       $100,254
  Commercial and multi-family                  4,691          5,115
  FHA and VA insured loans                        87            129
  Construction                                 1,306            423
                  
    Total loans secured by real estate       108,229        105,921
                  
Other loans:
  Student loans                                2,658          2,450
  Automobile loans                             6,655          7,029
  Consumer                                     2,698          2,516
  Mobile home                                    687            782
  Passbook loans                                 952            856
  Home improvement                               935            923
  Home equity                                  3,709          4,368
  Other                                          179            100
                  
    Total other loans                         18,473         19,024
                  
    Less:
      Net deferred loan fees                     476            579
      Allowance for loan losses                1,889          1,833 
                                               2,365          2,412      
                                            $124,337       $122,533
</TABLE>

Activity in the allowance for loan losses is summarized as follows
for the years ended:

<TABLE>
<CAPTION>
                                                   September 30,
(in thousands)                         1997           1996           1995
<S>                                    <C>            <C>            <C>                        
Balance at beginning of period         $1,833         $1,950         $1,746
Provision charged to operations           300            195            255
Charge offs                              (282)          (323)           (62)
Recoveries                                 38             11             11
                        
Balance at end of period               $1,889         $1,833         $1,950
</TABLE>

(6) Loans Receivable, Net (continued)
The following table sets forth the information with regard to non-performing
loans:

<TABLE>
<CAPTION>
                                                         September 30,
(in thousands)                                   1997      1996        1995
<S>                                              <C>       <C>         <C>                        
Loans in a non-accrual status                    $780      $1,086      $  784
Loans past due 90 days and still accruing         137         283         251
Restructured loans                                 --          --          --
                        
Total non-performing loans                       $917      $1,369      $1,035
</TABLE>

For the years ended September 30, 1997 and 1996, interest income that
would have been recorded on non-performing loans had they remained
performing amounted to approximately $50 thousand and $77 thousand,
respectively.

Certain executive officers of the Company were customers of and had
other transactions with the Company 
in the ordinary course of business. Loans to these parties were made
in the ordinary course of business at the Bank's normal credit terms,
including interest rate and collateralization. The aggregate of such
loans totaled less than 5% of total equity at September 30, 1997 and
1996.

As of September 30, 1997, there was no recorded investment in loans
that are considered to be impaired under SFAS No. 114. As of September
30, 1996, the recorded investment in loans that are considered to
be impaired under SFAS No. 114 totalled approximately $78,000, for
which the related allowance for loan loss was approximately $16,000.
As of September 30, 1997 and 1996, there were no impaired loans which
did not have an allowance for loan losses determined in accordance
with SFAS No. 114. During 1997 and 1996, the average balance of impaired
loans was approximately $3,000 and $78,000, respectively. Interest
income collected on impaired loans during fiscal 1997 and 1996 was
approximately $0 and $2,000, respectively.

(7) Accrued Interest Receivable

<TABLE>
Accrued interest receivable consists of the following:
<CAPTION>     
                                                    September 30,
(in thousands)                                   1997           1996
<S>                                              <C>            <C>                  
Investment securities                            $  111         $  323
Securities available for sale                     1,374            657
Loans                                               818            756
                                                 $2,303         $1,736
</TABLE>

(8) Premises and Equipment, Net
A summary of premises and equipment is as follows:

<TABLE>
<CAPTION>
                                                         September 30,
(in thousands)                                        1997           1996
<S>                                                   <C>            <C>                  
Banking house and land                                $2,357         $2,051
Furniture, fixtures and equipment                        785            646
                                                       3,142          2,697
Less accumulated depreciation                            775            811
Premises and equipment, net                           $2,367         $1,886
</TABLE>

Amounts charged to depreciation expense were approximately $183 thousand,
$136 thousand and $139 thousand for the years ended September 30,
1997, 1996 and 1995, respectively.

(9) Due to Depositors
Due to depositors are summarized as follows as of September 30, 1997
and 1996:

<TABLE>
<CAPTION>
                               Approximate                 September 30,
(in thousands)                 Stated Rates             1997           1996
<S>                            <C>                      <C>            <C>                        
Passbook savings accounts           1997 -- 3.50%       $ 71,060       $ 75,477
                                    1996 -- 3.50%      

Statement savings accounts          1997 -- 3.50%          8,388          7,881
                                    1996 -- 3.50%
Certificates of deposit:
                                    3.00 -- 3.99%             20             30
                                    4.00 -- 4.99%             --         10,503
                                    5.00 -- 5.99%         88,416         64,790
                                    6.00 -- 6.99%          8,737         15,264
                                    7.00 -- 7.99%          2,368          2,272
                        
                                                          99,541         92,859
                        
Money market accounts          1997 -- 2.50-3.20%          7,115          7,752
                               1996 -- 2.50-3.45%      

NOW accounts                        1997 -- 2.50%         10,438          9,070
                                    1996 -- 2.50%
Demand accounts                               --           4,370          3,714
                        
  Total deposits                                        $200,912       $196,753
</TABLE>

(9) Due to Depositors (continued)
The approximate amount of contractual maturities of certificates of
deposit for the years subsequent to September 30, 1997 are as follows:

<TABLE>
<CAPTION>
(in thousands)
Years ended September 30,
     <S>                <C>
     1998               $63,208
     1999                24,619
     2000                 8,482
     2001                 1,944
     2002                   952
     Thereafter             336
                        $99,541
</TABLE>
          
The aggregate amount of time deposit accounts with a balance of $100,000
or more (not federally-insured beyond $100,000) were approximately
$8.2 million and $7.3 million at September 30, 1997 and 1996, respectively.

Interest expense on deposits and advances from borrowers for property
taxes and insurance (escrow balances) for the years ended September
30, 1997, 1996 and 1995, is summarized as follows:

<TABLE>
<CAPTION>
                                                                 September 30,
(in thousands)                                             1997      1996      1995
<S>                                                        <C>       <C>       <C>
Passbook savings accounts                                  $2,544    $2,702    $3,149
Statement savings accounts                                    277       260       285
Certificates of deposit                                     5,309     5,218     4,026
Money market accounts                                         242       289       310
NOW accounts                                                  237       216       195
Escrow balances (including common stock subscriptions)         43       337        44
                        
  Total interest expense                                   $8,652    $9,022    $8,009
</TABLE>

Escrow balances expense for the year ended September 30, 1996 includes
interest expense on common stock subscriptions held in connection
with the Company's initial public offering.

(10) Income Taxes
The components of income tax expense are as follows for the years
ended September 30, 1997, 1996 and 1995:

<TABLE>
<CAPTION>
                                             September 30,
(in thousands)                         1997      1996      1995
<S>                                    <C>       <C>       <C>                        
Current tax expense:
  Federal                              $2,111    $1,605    $1,197
  State                                   579       682       325
                                        2,690     2,287     1,522
Deferred tax expense (benefit)           (156)     (151)     (321)
                        
  Total income tax expense             $2,534    $2,136    $1,201
</TABLE>

(10) Income Taxes (continued)
Actual tax expense for the years ended September 30, 1997, 1996 and
1995 differs from expected tax expense, computed 
by applying the Federal corporate tax rate of 34% to income before
taxes as follows:

<TABLE>
<CAPTION>
                                                                              September 30,
                                                       1997                      1996                    1995
                                                           % Pretax                 % Pretax                 % Pretax
(in thousands)                                   Amount    Income         Amount    Income   	   Amount    Income
<S>                                              <C>       <C>            <C>       <C>            <C>       <C>       
Expected tax expense                             $2,190        34.0%      $1,854        34.0%      $  995        34.0%
State taxes, net of Federal income tax benefit      380         5.9          333         6.1          174         6.0
Reduction in valuation allowance for deferred 
  tax assets                                         --          --         (131)       (2.4)          --
Other items                                         (36)        (.6)          80         1.5           32         1.0
                                          
                                                 $2,534        39.3%      $2,136        39.2%      $1,201        41.0%
</TABLE>  

The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax 
liabilities at September 30, 1997 are presented below:

<TABLE>
<CAPTION>
                                                                Temporary           Temporary
                                                                Deductible          Taxable
(in thousands)                                                  Differences         Differences
<S>                                                             <C>                 <C>                  
Postretirement benefits                                         $ 175                  --
Allowance for loan losses                                         329                  --
Nonqualified deferred compensation                                100                  --
Loan accounting differences                                       103                  --
MRP compensation expense                                          180                  --
Bond accretion                                                     --                  86
Other items                                                        48                 120
                  
                                                                  935               $ 206
                  
Valuation reserve                                                (150)
            
Deferred tax asset net of valuation reserve                       785
Deferred tax liability                                           (206)
            
Net deferred tax asset at September 30, 1997                      579
Net deferred tax asset at October 1, 1996                         423
            
Deferred tax benefit for the year ended September 30, 1997      $ 156
</TABLE>

(10) Income Taxes (continued)
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and deferred tax 
liabilities at September 30, 1996 are presented below:

<TABLE>
<CAPTION>
                                                                Temporary           Temporary
                                                                Deductible          Taxable
(in thousands)                                                  Differences         Differences
<S>                                                             <C>                 <C>                  
Postretirement benefits                                         $  99                  --
Reserve for Nationar loss contingency                              43                  --
Allowance for loan losses                                         328                  --
Nonqualified deferred compensation                                 70                  --
Loan accounting differences                                       122                  --
Bond accretion                                                     --                 110
Other items                                                        97                  76
                  
                                                                  759               $ 186
                  
Valuation reserve                                                (150)
            
Deferred tax asset net of valuation reserve                       609
Deferred tax liability                                           (186)
            
Net deferred tax asset at September 30, 1996                      423
Net deferred tax liability at October 1, 1995                     272
            
Deferred tax benefit for the year ended September 30, 1996      $ 151
</TABLE>

In addition to the deferred tax amounts described above, the Company
also had a deferred tax liability of approximately $614 thousand at
September 30, 1997 and a deferred tax asset of $59 thousand at September
30, 1996 related to the net unrealized gains and losses on securities
available for sale.

The valuation allowance for deferred tax assets as of September 30,
1997 and 1996 was $150 thousand. During the year ended September 30,
1996, the valuation allowance was reduced by $131 thousand. This reduction
was primarily the result of the realization of certain deferred items
which were previously considered to be uncertain. In evaluating the
valuation allowance the Company takes into consideration the nature
and timing of the deferred tax asset items as well as the amount of
available open tax carrybacks. The Company has fully reserved its
New York State deferred tax asset, which is a significant component
of deferred tax assets, due to the lack of carryback and carryforward
provisions available in New York State. Any changes in the deferred
tax asset valuation allowance is based upon the Company's continuing
evaluation of the level of such allowance, the amount of New York
State deferred tax assets, and the realizability of the temporary
differences creating the deferred tax asset. Based on recent historical
and anticipated future pre-tax earnings, management believes it is
more likely than not that the Company will realize its net deferred
tax assets.

As a thrift institution, the Bank is subject to special provisions
in the Federal and New York State tax laws regarding its allowable
tax bad debt deductions and related tax bad debt reserves. These deductions
historically have been determined using methods based on loss experience
or a percentage of taxable income. Tax bad debt reserves are maintained
equal to the excess of allowable deductions over actual bad debt losses
and other reserve reductions. These reserves consist of a defined
base-year amount, plus additional amounts ("excess reserves") accumulated
after the base year. SFAS No. 109 requires recognition of deferred
tax liabilities with respect to such excess reserves, as well as any portion
of the base-year amount which is expected to become taxable (or "recaptured")
in the foreseeable future.

Certain amendments to the Federal and New York State tax laws regarding
bad debt deductions were enacted in 
July and August 1996. The Federal amendments include elimination of
the percentage of taxable income method for tax years beginning after
December 31, 1995, and imposition of a requirement to recapture into
taxable income (over a period of approximately six years) the bad
debt reserves in excess of the base-year amounts. The Bank previously
established, and will continue to maintain, a deferred tax liability
with respect to such excess Federal reserves. The New York State amendments
redesignate the Bank's state bad debt reserves at December 31, 1995
as the base-year amount and also provide for future additions to the
base-year reserve using the percentage of taxable income method.

In accordance with SFAS No. 109, deferred tax liabilities have not
been recognized at September 30, 1997 with respect to the Federal
and State base-year reserves of $3.6 million and $7.5 million, respectively,
since the Bank does not expect that these amounts will become taxable
in the foreseeable future. Under New York State tax law, as amended,
events that would result in taxation of these reserves include the
failure of the Bank to maintain a specified qualifying assets ratio
or meet other thrift definition tests for tax purposes. The unrecognized
deferred tax liabilities at September 30, 1997 with respect to the
Federal and State base-year reserves were approximately $1.2 million
and $446 thousand (net of Federal benefit), respectively.

(11) Employee Benefit Plans

(a) Pension Plan
The Company maintains a non-contributory defined 
benefit pension plan with RSI Retirement Trust, covering substantially
all employees aged 21 and over with one year of service with the exception
employees who work less than 1,000 hours. Benefits are computed as
two percent of the highest three year average annual earnings multiplied
by credited service up to a maximum of 30 years and are paid as a
life annuity or actuarially equivalent alternative form of payment.
Full retirement benefits are available at age 65 with at least 5 years
of participation or after age 60 with at least 30 years of service.
Reduced retirement benefits are available prior to age 60. Employees
are fully vested at five years of service. The Plan also provides
death and disability benefits to eligible employees.

The amounts contributed to the plan are determined annually on the
basis of (a) the maximum amount that can be deducted for Federal income
tax purposes or (b) the amount certified by a consulting actuary as
necessary to avoid an accumulated funding deficiency as defined by
the Employee Retirement Income Security Act of 1974. Contributions
are intended to provide not only for benefits attributed to service
to date but also for those expected to 
be earned in the future. Assets of the plan are primarily invested
in common and preferred stock, investment grade corporate bonds, and
U.S. government obligations.

The following table sets forth the plan's funded status and amounts
recognized in the Company's consolidated statements of financial condition
at September 30, 1997 and 1996:

<TABLE>
<CAPTION>
(in thousands)                                                                 1997           1996
<S>                                                                            <C>            <C>                  
Actuarial present value of benefit obligations:
  Accumulated benefit obligation, including vested benefits of $2,387 in 1997 
    and $2,094 in 1996                                                         $(2,389)       $(2,227)
                  
  Projected benefit obligation for service rendered to date                     (3,041)	       (3,029)
  Plan assets at fair value                                                      4,263          3,581
                
  Plan assets in excess of projected benefit obligation                          1,222            552
  Unrecognized net gain from past experience different from that assumed
    and effects of changes in assumptions                                       (1,056)          (398)
  Unrecognized prior service cost                                                   70             83
  Unrecognized net asset being recognized over 12.5 years                          (61)           (78)
                  
  Prepaid pension cost                                                         $   175        $   159
</TABLE>

Components of net periodic pension cost for the years ended September
30, 1997, 1996 and 1995 are as follows:

<TABLE>
<CAPTION>
(in thousands)                                             1997           1996      1995
<S>                                                        <C>            <C>       <C>
Service cost-benefits earned during the period             $   83         $  91     $   81
Interest cost on estimated projected benefit obligation       214           215        199
Actual return on plan assets                                 (783)         (452)      (452)
Net amortization and deferral                                 471           198        244
                        
Net periodic pension cost (credit)                         $  (15)        $  52     $   72
</TABLE>

Significant assumptions used in determining the actuarial present
value of the projected benefit obligation at September 30, 1997, 1996
and 1995 are as follows

<TABLE>
<CAPTION>

                                       1997           1996           1995
<S>                                    <C>            <C>            <C>
Weighted average discount rate         7.50%          7.75%          7.50%
Increase in future compensation        5.00%          5.50%          5.50%
Expected long-term rate of return      8.00%          8.00%          8.00%
</TABLE>

(b) 401(k) Savings Plan
The Company also maintains a defined contribution 401(k) savings plan,
covering all full time employees who have attained age 21 and have
completed one year of service in which they work more than 1,000 hours.
The Company matches 50% of employee contributions that are less than
or equal to 6% of the employee's salary. Total expense recorded during
1997, 1996, 1995 was $37 thousand, $34 thousand, and $31 thousand,
respectively.

(c) Postretirement Benefits
The Company accounts for postretirement benefits under SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions."
Under SFAS No. 106, the cost of postretirement benefits other than
pensions must be recognized on an accrual basis as employees perform
services to earn the benefits. Many of the provisions and concepts
of SFAS No. 106 are similar to current standards on accounting for
pensions. The Company adopted SFAS No. 106 as of October 1, 1995 and
opted to amortize the transition obligation into expense over the
allowed twenty year time period. The adoption of SFAS No. 106 did
not have a material effect on the Company's consolidated financial
statements.
The Company provides postretirement medical and life insurance benefits
to eligible retirees. The plans are 
noncontributory except that the retiree must pay the full cost of
spouse medical coverage. Both of the plans are unfunded.

Life insurance is provided in the amount of $5,000 (50% of final year
compensation as an active employee if 
compensation is less than $10,000).

The following table presents the plan's funded status reconciled with
amounts recognized in the Company's consolidated balance sheets at
September 30, 1997 and 1996:

<TABLE>
<CAPTION>
(in thousands)                                                       1997           1996
<S>                                                                 <C>            <C>                 
Accumulated postretirement benefit obligation (APBO):
  Retirees                                                           $  (598)        $  (642)
  Fully-eligible active plan participants                               (100)            (59)
  Other active plan participants                                        (481)           (630)
                  
    Total APBO                                                        (1,179)         (1,331)
Unrecognized transition obligation                                       957           1,011
Unrecognized (gain) loss                                                (183)             90
                  
Accrued postretirement benefit cost included in other liabilities
                                                                     $  (405)        $  (230)
</TABLE>

Net periodic postretirement benefit cost for the years ended September
30, 1997 and 1996 include the following components:

<TABLE>
<CAPTION>
(in thousands)                                                       1997           1996
<S>                                                                  <C>            <C>
Service cost                                                         $ 52           $ 42
Interest cost                                                         103             90
Net amortization and deferral                                          54             54
                  
Net periodic postretirement benefit cost                             $209           $186
</TABLE>

The discount rate used in determining the accumulated postretirement
benefit obligation was 7.50% and 7.75% at September 30, 1997 and 1996,
respectively. For measurement purposes at September 30, 1997, an 8.5%
annual rate of increase in the per capital cost of covered health
care benefits was assumed for medical coverage for fiscal 1998; the
rate was assumed to decrease gradually to 5.5% by 2001 and to remain
at that level thereafter. The health care cost trend rate assumption
has a significant effect on the amounts reported. To illustrate, increasing
the assumed health care cost trend rates by one percentage point in
each year would increase the accumulated postretirement benefit obligation
as of September 30, 1997 by approximately 16% and the aggregate of
the service and interest cost components of the net periodic postretirement
benefit cost by approximately 21%.

(12) Stock-Based Compensation Plans

(a) Employee Stock Ownership Plan
As part of the conversion discussed in note 2, an employee stock ownership
plan (ESOP) was established to provide substantially all employees
of the Company the opportunity to also become shareholders. The ESOP
borrowed $4.5 million from the Company and used the funds to purchase
454,940 shares of the common stock of the Company issued in the conversion.
The loan will be repaid principally from the Company's discretionary
contributions to the ESOP over a period of twenty years. At September
30, 1997, the loan had an outstanding balance of $4.4 million and
an interest rate of 6.41%. Shares purchased with the loan proceeds
are held in a suspense account for allocation among participants as
the loan is repaid. Contributions to the ESOP and shares released
from the suspense account are allocated among participants on the
basis of compensation in the year of allocation.

The Company accounts for the ESOP in accordance with the American
Institute of Certified Public Accountants' Statement of Position No.
93-6 "Employees' Accounting For Stock Ownership Plans" (SOP 93-6). 
Accordingly, the shares pledged as collateral are reported as 
unallocated ESOP shares in shareholders' equity. As shares are released 
from collateral, the Company reports compensation expense equal to the 
average market price of the shares (during the applicable service period),
and the shares become outstanding for earnings per share computations. 
Unallocated ESOP shares are notincluded in the earnings per share computations.
The Company recorded approximately $342 thousand and $119 thousand,
respectively, of compensation expense under the ESOP during the years ended 
September 30, 1997 and 1996.
The ESOP shares as of September 30, 1997 were as follows:

<TABLE>
<CAPTION>
<S>                                          <C>
Allocated shares                                 11,374
Shares released for allocation                   22,722
Unallocated shares                              420,844

                                                454,940

Market value of unallocated shares at 
  September 30, 1997                         $7,101,743
</TABLE>

(b) Stock Option Plan
On October 24, 1996, the Company's shareholders approved the Catskill
Financial Corporation 1996 Stock Option and Incentive Plan ("Stock
Option Plan"). The primary objective of the Stock Option Plan is to
provide officers and directors with a proprietary interest in the
Company and as an incentive to encourage such persons to remain with
the Company.

Under the Stock Option Plan, 568,675 shares of authorized but unissued
stock are reserved for issuance upon option exercises. The Company
also has the alternative to fund the Stock Option Plan with treasury
stock. Options under the plan may be either non-qualified stock options
or incentive stock options. Each option entitles the holder to purchase
one share of common stock at an exercise price equal to the fair market
value on the date of grant. Options expire no later than ten years
following the date of grant.

On October 24, 1996, 416,333 shares were awarded at an exercise price
of $12.50 per share, and on August 19, 1997, 10,000 shares were awarded
at an exercise price of $16.38 per share. These shares have a ten-year
term and vest at a rate of 20% per year from their respective grant
dates.

The Company applies APB Opinion No. 25 and related Interpretations
in accounting for its stock option plan. Accordingly, no compensation
cost has been recognized for its stock option plans. SFAS No. 123
requires Companies not using a fair value based method of accounting
for employee stock options or similar plans, to provide pro forma
disclosure of net income and earnings per share as if that method
of accounting had been applied. The fair value of each option grant
is estimated on the date of grant using the Black-Scholes option-pricing
model with the following weighted-average assumptions used for grants
in fiscal 1997: dividend yield of 1.8%; expected volatility of 25.0%;
risk free interest rates of 6.50% for the October 24, 1996 grant and
6.25% for the August 19, 1997 grant; and expected lives of 7 years.
Pro forma disclosures for the Company for the year ending September
30, 1997 is as follows:

<TABLE>
<CAPTION>
(in thousands, except per share data)
<S>                                    <C>
Net income:
As reported                            $ 3,907
Pro forma                                3,614
Earning per share:
As reported                            $   .84
Proforma                                   .78
</TABLE>
Because the Company's employee stock options have characteristics
significantly different from those of traded options for which the
Black-Scholes model was developed, and because changes in the subjective
input assumptions can materially affect the fair value estimate, the
existing models, in management's opinion, do not necessarily provide
a reliable single measure of the fair value of its employee stock
options.

A summary of the status of the Company's stock option plans as of
September 30, 1997 and changes during the year on that date is presented
below:
<TABLE>
<CAPTION>
                                                                                    Weighted Average
                                                                       Shares        Exercise Price
<S>                                                                    <C>           <C>                  
Options:
  Outstanding at October 1                                                     --      
  Granted                                                                 426,333      $12.59
  Exercised                                                                    --      
  Cancelled                                                                    --      
                  
  Outstanding at year-end                                                 426,333      
                  
  Exercisable at year-end                                                      --      
Estimated weighted-average fair value 
  of options granted on October 24, 1996                               $     4.25      
Estimated weighted-average fair value 
of options granted on August 19, 1997                                  $     5.47
</TABLE>
(c) Management Recognition Plan
On October 24, 1996, the Company's shareholders approved the Catskill
Financial Corporation Management Recognition Plan. The purpose of
the plan is to promote the long-term interests of the Company and
its shareholders by providing a stock based compensation program to
attract and retain officers and directors. Under the MRP, 227,470
shares of authorized but unissued shares, are reserved for issuance
under the plan. The Company also has the alternative to fund the MRP
with treasury stock.

On October 24, 1996 and August 19, 1997, 178,732 shares and 2,500
shares, respectively, were awarded under the MRP. The shares vest
in five equal installments commencing one year from the date of grant.
The fair market value of the shares awarded under the plan was $2.3
million at the grant dates, and is being amortized to compensation
expense on a straight line basis over the five year vesting periods.
Compensation expense of $419,000 was recorded in fiscal 1997, with
the remaining unearned compensation cost of $1.9 million shown as
a reduction of shareholders' equity at September 30, 1997.

(13) Commitments and Contingent Liabilities

(a) Legal Proceedings
The Company may, from time to time, be a defendant in legal proceedings
relating to the conduct of its business. In the best judgment of management,
the consolidated financial position of the Company will not be affected
materially by the outcome of any pending legal proceedings.

(b) Lease Commitments
The Company leases equipment under noncancelable 
operating leases. Minimum rental commitments under these leases are
not significant. In addition, the Company has a data processing agreement
with minimum annual payments of approximately $100 thousand through
June 30, 1999.

(c) Off-Balance-Sheet Financing 
and Concentrations of Credit
The Company is a party to certain financial instruments with off-balance
sheet risk in the normal course of business to meet the financing
needs of its customers. These financial instruments include commitments
to extend credit. These instruments involve, to varying degrees, elements
of credit risk in excess of the amount recognized on the consolidated
statement of financial condition. The contract amounts of these instruments
reflect the extent of involvement the Company has in particular classes
of financial instruments.

The Company's exposure to credit loss in the event of nonperformance
by the other party to the commitments to extend credit is represented
by the contractual notional amount of these instruments. The Company
uses the same credit policies in making commitments as it does for
on-balance-sheet instruments.

Unless otherwise noted, the Company does not require collateral or
other security to support off-balance-sheet financial instruments
with credit risk.

Commitments to extend credit are agreements to lend to a customer
as long as there is no violation of any condition established in the
contract. Commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since many of
the commitments are expected to expire without being fully drawn upon,
the total commitment amounts do not necessarily represent future cash
requirements. The Company evaluates each customer's creditworthiness
on a case-by-case basis. The amount of collateral, if any, required
by the Company upon the extension of credit is based on management's
credit evaluation of the customer. Mortgage commitments are secured
by a first lien on real estate. Collateral on extensions of credit
for commercial loans varies but may include property, plant and equipment,
and income producing commercial property.

Contract amounts of financial instruments that represent the future
extension of credit as of September 30, 1997 and 1996 at fixed and
variable interest rates are as follows:

<TABLE>
<CAPTION>
Financial instruments whose contract amounts represent Credit risk:
                                                                                           1997
(in thousands)                                                                Fixed       Variable    Total
<S>                                                                           <C>         <C>         <C>
                        
Mortgages                                                                     $1,308      $   --      $1,308
Consumer                                                                          18          --          18
Lines of credit                                                                  535         385         920
Home Equity                                                                       30       1,553       1,583
                        
                                                                              $1,891      $1,938      $3,829
</TABLE>
<TABLE>
<CAPTION>                        
Financial instruments whose contract amounts represent Credit risk:
                                                                                           1996
(in thousands)                                                                 Fixed       Variable    Total
<S>                                                                            <C>         <C>         <C>                        
Mortgages                                                                      $2,901         369      $3,270
Consumer                                                                           18          --          18
Lines of credit                                                                   834         531       1,365
Home Equity                                                                        41       1,341       1,382
                        
                                                                               $3,794      $2,241      $6,035
</TABLE>

The range of interest on fixed rate commitments was 7.125% to 18.00%
at September 30, 1997 and 7.625% to 18.00% at September 30, 1996.
The range of interest on adjustable rate commitments was 8.25% to
10.50% at September 30, 1997 and 6.75% to 10.25% at September 30,
1996, respectively.

(14) Deposits Held at Nationar, Net
On February 6, 1995, the New York Superintendent of Banks (the "Superintendent")
took possession of Nationar, a New York chartered bank that provided
correspondent banking and related services for various banking institutions,
including the Bank. At the time that Nationar was seized by the Superintendent,
the Bank had a total of approximately $3.3 million on deposit with
Nationar in an account which was used primarily to fund checks written
by the Bank's customers and drafts drawn by the Bank, as well as Nationar 
capital stock of approximately $7,200, and a Nationar debenture of 
approximately $40 thousand collateralized by a $100 thousand investment 
security.

As of September 30, 1995, the Bank had charged off the $40 thousand
Nationar debenture and the $7,200 Nationar capital stock. The Bank
also reclassified the demand account balance to other assets and,
based upon uncertainties of collecting the demand account balance,
management, as advised by legal counsel, set up a reserve for probable
losses as of September 30, 1995 of $660 thousand, representing approximately
20% of the Bank's deposit claim. In fiscal 1996, the Bank received
a cash payment of $3.1 million from the Superintendent relating to
its Nationar claim, and recorded a recovery of $560 thousand on the
reserve for probable Nationar losses. During fiscal 1997, the Company
received the remaining $200 thousand of its claim and recovered the
remaining $100 thousand of the loss reserve. Both recoveries are shown
in the consolidated statements of operations as other income.

(15) Short-Term Borrowings
In March 1997, the Bank activated its line of credit program with
the Federal Home Loan Bank of New York ("FHLB"). Under the program,
the Bank has access to overnight funds of approximately $13.1 million,
along with an additional line of $13.1 million for one month advances. 
The Company has only used its overnight line. Borrowings outstanding 
under the overnight line were $11.4 million as of September 30, 1997, 
at a rate of 6.25%. Borrowings for the year ended September 30, 1997, 
averaged $2.6 million, at an average rate of 5.75%. The maximum month 
end balance for the year ended September 30, 1997 was $11.4 million.

(16) Fair Values
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments,"
requires that the Bank disclose estimated fair values for certain
financial instruments. Fair value estimates are made at a specific point
in time, based on relevant market information and information about the 
financial instrument. These estimates do not reflect any premium or discount 
that could result from offering for sale at one time the Company's entire 
holdings of a particular financial instrument. Because no market exists for
a significant portion of the Company's financial instruments, fair
value estimates are based on judgments regarding future expected net
cash flows, current economic conditions, risk characteristics of various
financial instruments, and other factors. These estimates are subjective
in nature and involve uncertainties and matters of significant judgment
and therefore cannot be determined with precision. Changes in assumptions
could significantly affect the estimates.
Fair value estimates are based on existing on-and off-balance sheet
financial instruments without attempting to estimate the value of
anticipated future business and the value of assets and liabilities
that are not considered financial instruments. Significant assets
and liabilities that are not considered financial assets or liabilities
include the deferred tax asset and bank premises and equipment. In
addition, the tax ramifications related to the realization of the
unrealized gains and losses can have a significant effect on fair
value estimates and have not been considered in the estimates of fair
value under SFAS No. 107.

In addition, there are significant intangible assets that SFAS No.
107 does not recognize, such as the value of "core deposits," the
Bank's branch network and other items generally referred to as "goodwill."

The specific estimation methods and assumptions used can have a substantial
impact on the resulting fair values ascribed to financial instruments.
Following is a brief summary of the significant methods and assumptions
used:

Securities
The carrying amounts for short-term investments approximate fair value
because they mature in 90 days or less and do not present unanticipated
credit concerns. The fair value of longer-term investments and mortgage
backed securities, except certain state and municipal securities,
is estimated based on bid prices published in financial newspapers
or bid quotations received from securities dealers. The fair value
of certain state and municipal securities is not readily available
through market sources other than dealer 
quotations, so fair value estimates are based on quoted market prices
of similar instruments, adjusted for differences between the quoted
instruments and the instruments being valued. See notes 4 and 5 for
detail disclosure of securities available for sale and investment
securities, respectively. The estimated fair value of stock in the
Federal Home Loan Bank of New York is assumed to be its cost given
the lack of a public market available for this investment.

Loans
Fair values are estimated for portfolios of loans with similar financial
characteristics. Loans are segregated by type such as single family
loans, consumer loans and commercial loans. Each loan category is
further segmented into fixed and adjustable rate interest terms and
by performing and nonperforming categories.

The fair value of performing loans is calculated by discounting scheduled
cash flows through the estimated maturity using estimated market discount
rates that reflect the credit and interest rate risk inherent in the
loan. The estimate of maturity is based on the contractual term of
the loans to maturity taking into consideration certain prepayment
assumptions. 

Fair value for significant non-performing loans is based on recent
external appraisals and/or discounting of cash flows. Estimated cash
flows are discounted using a rate commensurate with the risk associated
with the estimated cash flows. Assumptions regarding credit risk,
cash flows, and discount rates are judgmentally determined using available
market information and specific borrower information.

Deposit Liabilities
Under SFAS No. 107, the fair value of deposits with no stated maturity,
such as non-interest bearing demand deposit, passbook savings accounts,
statement savings accounts, NOW accounts, and money market accounts,
must be stated at the amount payable on demand as of September 30,
1997 and 1996. The fair value of certificates of deposit is based
on the discounted value of contractual cash flows. The discount rate
is estimated using the rates currently offered for deposits of similar
remaining maturities. These fair value estimates do not include the
benefit that results from the low-cost funding provided by the deposit
liabilities compared to the cost of borrowing funds in the market.

Other Items
The following items are considered to have a fair value equal to carrying
value due to the nature of the financial instrument and the period
within which it will be settled: cash and due from banks, federal
funds sold, accrued interest receivable, advances from borrowers for
taxes and insurance, short term borrowings, and accrued interest payable.

Table of Financial Instruments
The carrying values and estimated fair values of financial instruments
as of September 30, 1997 and September 30, 1996 were as follows
<TABLE>
<CAPTION>:
                                                                  September 30, 1997       September 30, 1996
                  
                                                               Carrying    Estimated     Carrying    Estimated
(in thousands)                                                 Value       Fair Value    Value       Fair Value
<S>                                                            <C>         <C>           <C>         <C>    
Financial assets:
  Cash and cash equivalents                                    $  2,274    $  2,274      $ 39,712    $ 39,712
  Securities available for sale                                 148,114     148,114        97,041      97,041
  Investment securities                                           8,055       8,112        19,077      19,090
  Federal Home Loan Bank Stock                                    1,762       1,762         1,159       1,159
  Loans                                                         126,702     128,623       124,945     124,870
  Less: Allowance for loan losses                                 1,889          --         1,833          --
    Net deferred loan fees                                          476          --           579          --
                              
      Net loans                                                 124,337     128,623       122,533     124,870
  Accrued interest receivable                                     2,303       2,303         1,736       1,736

Financial liabilities:
  Deposits:
  Demand, statement, passbook, money market, and NOW accounts   101,371     101,371       103,894     103,894
  Certificates of deposit                                        99,541      99,701        92,859      92,877
  Short-Term Borrowings                                          11,385      11,385            --          --
  Accrued interest on depositors accounts                            59          59            58          58
  Advances from borrowers for taxes and insurance                   533         533         1,632       1,632
</TABLE>

Commitments to Extend Credit
and Financial Guarantees Written
The fair value of commitments to extend credit is estimated using
the fees currently charged to enter into similar agreements, taking
into account the remaining terms of the agreements and the present
credit worthiness of the counterparties. For fixed rate loan commitments,
fair value also considers the difference between current levels of
interest rates and the committed rates. The fair value of financial
guarantees written is based on fees currently charged for similar
agreements or on the estimated cost to terminate them or otherwise
settle the obligations with the counterparties. Fees, such as these
are not a major part of the Bank's business and in the Bank's business
territory are not a "normal business practice." Therefore, based upon
the above facts the Company believes that book value equals fair value
and the amounts are not significant.

(17) Parent Company Financial Information
The Holding Company began operations on April 18, 1996 in conjunction
with the Bank's mutual-to-stock conversion and the Company's initial
public offering of its common stock

<TABLE>
Statement of Financial Condition as of September 30, 1997 and 1996
<CAPTION>
(in thousands, except share data)                                             1997           1996
<S>                                                                           <C>            <C>                  
Assets
Cash and cash equivalents                                                     $  3,005        $ 1,138
Securities available for sale                                                    4,030         22,002
ESOP loan receivable from subsidiary                                             4,359          4,479
Equity in net assets of subsidiary                                              59,933         54,791
Other assets                                                                       500             24
                        
  Total assets                                                                $ 71,827        $82,434
                        
Liabilities and Shareholders' Equity
Liabilities:
  Accrued expenses and other liabilities                                      $     50        $    53
Shareholders' Equity:
  Preferred stock, $.01 par value; authorized 5,000,000 shares   
                                                                                    --             --
  Common stock, $.01 par value; authorized 15,000,000 shares; 
    5,686,750 shares issued at September 30, 1997 and 1996                          57             57
  Additional paid-in capital                                                    54,811         54,864
  Retained earnings, substantially restricted                                   34,915         31,984
  Common stock acquired by ESOP                                                 (4,209)        (4,436)
  Unearned management recognition plan                                          (1,856)            --
  Treasury stock, at cost (848, 244 shares at September 30, 1997)
                                                                               (12,862)            --
  Net unrealized gain (loss) on securities available for sale, net
    of taxes                                                                       921            (88)
                        
    Total shareholders' equity                                                  71,777         82,381
                         
    Total liabilities and shareholders' equity                                $ 71,827        $82,434
</TABLE>

<TABLE>
                      Statement of Operations For the Year Ended September 30, 1997
              and for the Period From Inception (April 18, 1996) Through September 30,1996

<CAPTION>
(in thousands)                                                                      1997           1996
<S>                                                                                 <C>            <C>                     

Interest income                                                                     $  475         $  296
Non interest expense                                                                   223             70                  
Income before income taxes and equity in undistributed earnings of
  subsidiary                                                                           252            226
Income tax expense                                                                      61             91                  
Income before equity in undistributed earnings of subsidiary     
                                                                                       191            135
Equity in undistributed earnings of subsidiary                                       3,716          3,182
                  
Net income                                                                          $3,907         $3,317
</TABLE>

<TABLE>                  
                        Statement of Cash Flows For the Year Ended September 30,1997 
             and for the Period From Inception (April 18, 1996) Through September 30,1996
<CAPTION>
(in thousands)                                                                      1997           1996
<S>                                                                                 <C>            <C>       
Cash flows from operating activities:
  Net income                                                                        $   3,907      $   3,317
  Adjustment to reconcile net income to net cash provided by operating
    activities:
    Equity in undistributed earnings of subsidiary                                     (3,716)        (3,182)  
    Net accretion on securities                                                           (42)            --
    Increase in other assets                                                              (57)           (24)
    Increase (decrease) in liabilities                                                    (16)            53
                  
    Net cash provided by operating activities                                              76            164
                  
Cash flows from investing activities:
  Purchase of securities available for sale                                           (25,000)      (122,347)
  Proceeds from the maturity of securities available for sale                          43,045        100,345
  Investment in common stock of subsidiary                                                (93)       (27,460)
  Net decrease (increase) in ESOP loan receivable from subsidiary                         120         (4,479)
                  
    Net cash provided by (used in) investing activities                                18,072        (53,941)

Cash flows from financing activities:
  Proceeds from issuance of common stock, net                                              --         54,915
  Purchase of common stock for treasury                                               (15,305)            --
  Cash dividends on common stock                                                         (976)            --
    Net cash provided by (used in) provided by financing activities                   (16,281)        54,915
                  
Net increase in cash and cash equivalents                                               1,867          1,138
Cash and cash equivalents:
  Beginning of period                                                                   1,138             --
                  
  End of period                                                                     $   3,005      $   1,138
                  
Supplemental disclosures of cash flow information:
  Cash paid during year for income taxes                                            $      91             --
                  
Noncash investing activities:
  Change in net unrealized gain (loss) on securities available for
  sale, net of deferred tax liability of $13                                        $      18             --
                  
  Recording of subsidiary's equity, including retained earnings, common
  stock acquired by ESOP, and net unrealized loss on securities available
  for sale, net of taxes, on date of investment in common stock of
  subsidiary                                                                               --      $  24,149
</TABLE>
These financial statements should be read in conjunction with the
Company's consolidated financial statements and notes thereto.

(18) Regulatory Capital Requirements
OTS capital regulations require savings institutions to 
maintain minimum levels of regulatory capital. Under the regulations
in effect at September 30, 1997 and 1996, the Bank was required to
maintain a minimum ratio of tangible capital to total tangible assets
of 1.5%; a minimum leverage ratio of core (Tier 1) capital to total
adjusted tangible assets of 3.0%; and a minimum ratio of total capital
(core capital and supplementary capital) to risk-weighted assets of
8.0%, of which 4.0% must be core (Tier 1) capital.

Under the prompt corrective action regulations, the OTS is required
to take certain supervisory actions (and may take additional discretionary
actions) with respect to an undercapitalized institution. Such actions
could have a direct material effect on an institution's financial
statements. The regulations establish a framework for the classification
of savings institutions into five categories: well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized, and
critically undercapitalized. Generally, an institution is considered
well capitalized if it has a core (Tier 1) capital ratio of at least
5.0% (based on average total assets); a core (Tier 1) risk-based capital
ratio of at least 6.0%; and a total risk-based capital ratio of at
least 10.0%.

The foregoing capital ratios are based in part on specific quantitative
measures of assets, liabilities and certain off-balance sheet items
as calculated under regulatory accounting practices. Capital amounts
and classifications are also subject to qualitative judgments by the
OTS about capital components, risk weightings and other factors.

Management believes that, as of September 30, 1997 and 1996, the Bank
meets all capital adequacy requirements to which it is subject. Further,
the most recent OTS notification categorized the Bank as a well-capitalized
institution under the prompt corrective action regulations. There
have been no conditions or events since that notification that management
believes have changed the Bank's capital classification.

The following is a summary of the Bank's actual capital amounts and
ratios as of September 30, 1997 and 1996, compared to the OTS minimum
capital adequacy requirements and the OTS requirements for classification
as a well-capitalized institution. Although the OTS capital regulations
apply at the Bank level only, the Company's consolidated capital amounts
and ratios are also presented. The OTS does not have a holding company
capital requirement.
<TABLE>   
<CAPTION>
                                                                     1997
                                                               Minimum Capital        For Classification
                                            Actual                 Adequacy          as Well Capitalized
                                      Amount     Ratio          Amount    Ratio          Amount    Ratio
<S>                                   <C>        <C>            <C>       <C>            <C>       <C>             
Bank
Tangible capital                      $59,031    20.70%         $4,278    1.50%         $    --       --
Tier 1 (core) capital                  59,031    20.70           8,556    3.00           14,259     5.00%
Risk-based capital:
  Tier 1                               59,031    60.13              --      --            5,890     6.00
  Total                                60,159    61.28           7,854    8.00            9,817    10.00
</TABLE>

<TABLE>
<CAPTION>
                                            Actual      
                                      Amount     Ratio
<S>                                   <C>        <C>                 
Consolidated
Tangible capital                      $70,856    24.54%
Tier 1 (core) capital                  70,856    24.54
Risk-based capital:
  Tier 1                               70,856    69.27
  Total                                71,984    70.38
</TABLE>

<TABLE>
<CAPTION>
                                                                      1996
                                                                Minimum Capital          For Classification
                                            Actual                  Adequacy            as Well Capitalized
                        
                                       Amount     Ratio          Amount    Ratio         Amount    Ratio
 <S>                                   <C>        <C>            <C>       <C>           <C>       <C>            
Bank
Tangible capital                       $54,879    20.93%         $3,934     1.50%        $    --     --
Tier 1 (core) capital                   54,879    20.93           7,867     3.00          13,112   5.00%
Risk-based capital:
  Tier 1                                54,879    60.59              --       --           5,435   6.00
  Total                                 56,034    61.08           7,339     8.00           9,173  10.00
</TABLE>

<TABLE>
<CAPTION>
                                            Actual      
                                       Amount    Ratio
<S>                                    <C>       <C>
Consolidated
Tangible capital                       $82,469   29.05%
Tier 1 (core) capital                   82,469   29.05
Risk-based capital:
  Tier 1                                82,469   91.05
  Total                                 83,624   91.16
</TABLE>

Shareholder information

Corporate Offices

Catskill Financial Corporation
341 Main Street
Catskill, New York  12414-1450
(518) 943-3600

Annual Meeting of Shareholders

The annual meeting of Catskill Financial Corporation will be held
7:00 p.m., Tuesday, February 17, 1998 at the Bank's office at 341
Main Street, Catskill, New York

Annual Report on Form 10-K

For the 1997 fiscal year, Catskill Financial Corporation will file
an Annual Report on Form 10-K. Shareholders wishing a copy may obtain
one free of charge by writing:

David L. Guldenstern
Corporate Secretary
Catskill Financial Corporation
341 Main Street
Catskill, New York 12414-1450

Stock Transfer Agent and Registrar

Shareholders wishing to change name, address or ownership of stock,
or to report lost certificates and or consolidate accounts are asked
to contact the Company's stock registrar and transfer agent directly
at:

Registrar & Transfer Company
10 Commerce Drive
Cranford, New Jersey  07016-3572
(800) 368-5948

Counsel

Serchuk & Zelermyer, LLP
81 Main Street
White Plains, New York  10601

Independent Auditors

KPMG Peat Marwick LLP
74 North Pearl Street 
Albany, New York  12207

Market Information for Common Stock

The common stock of Catskill Financial Corporation trades on the Nasdaq
Stock Market under symbol CATB.

At December 3, 1997, there were approximately 900 shareholders of
record not including the number of persons or entities holding stock
in nominee or street names through various brokers and banks.

Catskill Financial Corporation common stock was issued at $10.00 per
share in connection with the Company's initial public offering completed
on April 18, 1996.  The following table shows the range of high and
low sale prices for each quarterly period since the Company began
trading in April.

<TABLE>
<CAPTION>
1997                      High             Low          Dividend
<S>                       <C>              <C>          <C>
First Quarter             $14.50           $12.13
Second Quarter            $16.50           $13.75       $.07
Third Quarter             $16.50           $13.50       $.07
Fourth Quarter            $17.25           $15.25       $.07
</TABLE>

<TABLE>
<CAPTION>
1996                      High             Low
<S>                      <C>               <C>
Third Quarter            $11.00            $10.00
Fourth Quarter           $12.38            $ 9.88
</TABLE>

During the second quarter of fiscal 1997, the Company declared its
first quarterly dividend.  The Company expects to continue to pay
dividends, however, dividend payment decisions are made with consideration
of a variety of factors including earnings, financial condition, market
considerations and regulatory restrictions.  Restrictions on dividend
payments are described in Note 2 of the Notes to Consolidated Financial
Statements included in this Annual Report.