SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON DC 20549

                                 FORM 10-Q
(Mark One)

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

               For the quarterly period ended June 30, 1997

                                    or

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

      For the transition period from                to

                        Commission File No. 0-13599

        Omega Financial Corporation

       (Exact name of registrant as
         specified in its charter)
               Pennsylvania                             25-1420888

      (State or other jurisdiction or        (IRS Employer Identification No.)
      incorporation of organization)
             366 Walker Drive
        State College, Pennsylvania                        16801

      (Address of principal executive                   (Zip Code)
                 offices)
                                                      (814) 231-7680

                                               Registant's Telephone Numer,
                                                    Including Area Code

    Indicate by check mark whether the registrant (1) has filed all reports
    required to be filed by Section 13 or 15(d) of the Securities Exchange
    Act of 1934 during the preceding twelve months (or for such shorter
    period that the registrant was requested to file such reports), and (2)
    has been subject to such filing requirements for the past ninety days.
    Yes   X    No

     The number of shares outstanding of each of the Registrant's classes of
                        common stock as of August 1, 1997:
             Common Stock, $5.00 par value - 8,911,156 shares


PART I.  Financial Information
Item 1.  Financial Statements
            OMEGA FINANCIAL CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
                 (In thousands, except share data)
                                                         JUNE 30,  DECEMBER 31,
ASSETS                                                     1997         1996

Cash and due from banks                                  $40,065      $30,380

Interest bearing deposits with other banks                   737          512
Federal funds sold                                        14,525       18,075

Investment securities held to maturity
   (Market value:
   $119,935 and $114,171, respectively)                  119,971      114,192
Investment securities available for sale                 133,326      127,654

Total loans                                              691,227      698,323
  Less: Unearned discount                                 (1,353)      (1,726)
            Allowance for loan losses                    (11,739)     (11,820)

Net loans                                                678,135      684,777

Premises and equipment, net                               17,812       17,638
Other assets                                              14,789       14,117

TOTAL ASSETS                                          $1,019,360   $1,007,345



LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
  Non-interest bearing                                  $114,904     $114,870
  Interest bearing                                       738,278      731,160

Total deposits                                           853,182      846,030

Short-term borrowings                                      6,295        5,292
Other liabilities                                         10,693       10,332
ESOP debt                                                  4,125        4,213
Long-term debt                                             5,000        5,000
Other interest bearing liabilities                           539          593

TOTAL LIABILITIES                                        879,834      871,460

Preferred stock, par value $5.00 per share:
  Authorized - 5,000,000 shares;
  Issued and outstanding -
    219,781 shares Series A Convertible                    5,000        5,000
Unearned compensation related to ESOP debt                (3,252)      (3,375)
Common stock, par value $5.00 per share:
  Authorized - 25,000,000 shares
  Issued -
    9,021,899 shares at June 30, 1997;
    6,104,246 shares at December 31, 1996
  Outstanding -
    8,996,038 shares at June 30, 1997;
    6,033,926 shares at December 31, 1996                 45,109       30,521
Capital surplus                                            1,519        5,649
Retained earnings                                         88,718       97,749
Cost of common stock in treasury
    25,861 shares at June 30, 1997;
    70,320 shares at December 31, 1996                      (796)      (2,266)
Net unrealized gain on securities available for sale       3,228        2,607

TOTAL SHAREHOLDERS' EQUITY                               139,526      135,885

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $1,019,360   $1,007,345



                OMEGA FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except share data)

                                              Three Months       Six Months
                                                  Ended            Ended
                                                June 30,          June 30,
                                            1997     1996      1997     1996

INTEREST INCOME:
Interest and fees on loans                 $15,373  $15,695   $30,433  $31,413
Interest and dividends on investment         3,606    3,131     6,990    6,082
securities
Other interest income                          229      317       533      552

TOTAL INTEREST INCOME.                      19,208   19,143    37,956   38,047
INTEREST EXPENSE:
Interest on deposits                         7,270    7,465    14,422   14,949
Interest on short-term borrowings               68       15       134       45
Interest on long-term debt and
  other interest bearing liabilities            76       80       152      160

TOTAL INTEREST EXPENSE                       7,414    7,560    14,708   15,154

NET INTEREST INCOME                         11,794   11,583    23,248   22,893
Provision for loan losses                      257      225       515      452

INCOME FROM CREDIT ACTIVITIES               11,537   11,358    22,733   22,441
OTHER INCOME:
Service fees                                 1,514    1,355     2,903    2,633
Trust fees                                     631      633     1,414    1,303
Gain on sale of loans                            2        9         2       13
Investment securities gains and losses,
net:
  Investment securities held to maturity         2        -         2        -
  Investment securities available for          348      212       510      424
sale

TOTAL OTHER INCOME                           2,497    2,209     4,831    4,373
OTHER EXPENSE:
Salaries and employee benefits               4,287    4,110     8,525    8,258
Net occupancy expense                          517      572     1,068    1,140
Equipment expense                              448      439       882      921
Data processing service                        375      403       765      778
Other                                        2,094    2,323     4,341    4,547

TOTAL OTHER EXPENSE                          7,721    7,847    15,581   15,644

Income before taxes                          6,313    5,720    11,983   11,170
Income tax expense                           1,952    1,745     3,721    3,367

NET INCOME                                  $4,361   $3,975    $8,262   $7,803



NET INCOME PER COMMON SHARE:
  Primary                                    $0.47    $0.43     $0.88    $0.84
  Fully diluted                              $0.45    $0.41     $.086    $0.81
WEIGHTED AVERAGE SHARES AND EQUIVALENTS:
   Primary                                   9,166    9,165     9,175    9,166
   Fully diluted                             9,537    9,511     9,564    9,512

All share and per share information has been restated to give effect to the 3
for 2 stock split on April 30, 1997.


           OMEGA FINANCIAL CORPORATION AND SUBSIDIARIES
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (In thousands)
                                                        SIX MONTHS
                                                           ENDED
                                                          JUNE 30,

                                                       1997     1996

Cash flows from operating activities:
  Net income                                           $8,262   $7,803
  Adjustments to reconcile net income to
       net cash provided by operating activities:
    Depreciation and amortization                       1,262    1,316
    Provision for loan losses                             515      452
    Gain on sale of investment securities                (512)    (425)
    Gain on sale of fixed assets
       and other property owned                           (25)      (3)
    Gain on sale of loans                                  (2)     (13)
    Increase in deferred tax asset                        (15)     (65)
    Increase in interest receivable and other assets   (1,251)    (658)
    Decrease in interest payable                         (214)    (268)
    Increase in taxes payable                            (615)     105
    Amortization of deferred net loan fees               (112)    (210)
    Deferral of net loan fees                             120       64
    Increase in accounts payable
       and accrued expenses                             1,137      724

      Total adjustments                                   288    1,019

Net cash provided by operating activities               8,550    8,822

Cash flows from investing activities:
  Proceeds from the sale or maturity of:
    Interest bearing deposits with other banks            511    2,322
    Investment  securities available for sale          21,648   24,122
    Investment  securities held to maturity            16,814   16,350
  Purchase of:
    Interest bearing deposits with other banks           (736)  (2,151)
    Investment securities held to maturity            (22,574) (26,912)
    Investment securities available for sale          (26,112) (29,188)
  Decrease (increase) in loans                          5,890  (13,375)
  Gross proceeds from sale of loans                       230   10,396
  Capital expenditures                                 (1,053)  (1,456)
  Sale of fixed assets and other property owned           178      226
  Decrease (increase) in federal funds sold             3,550   (4,045)

Net cash used in investing activities                  (1,654) (23,711)

Cash flows from financing activities:
  Increase in deposits, net                             7,152   13,984
  Increase in short-term borrowings, net                1,003      757
  Principal payment on long-term debt                       -     (350)
  Net change in other interest bearing liabilities        (54)     (12)
  Dividends paid                                       (2,998)  (1,345)
  Tax benefit from preferred stock dividend
     and stock option activity                            203      136
  Issuance of common stock                                164      884
  Acquisition of treasury stock                        (4,285)  (1,825)
  Proceeds from sale of treasury stock                  1,604      573

Net cash used in financing activities                   2,789   12,802

Net increase in cash and due from banks                $9,685  $(2,087)



Cash and due from banks at beginning of period        $30,380  $38,796
Cash and due from banks at end of period               40,065   36,709
Net increase in cash and due from banks                $9,685  $(2,087)



Interest paid                                         $14,922  $12,889
Income taxes paid                                       3,925    3,461


                  OMEGA FINANCIAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



SIX AND THREE MONTHS ENDED JUNE 30, 1997 AND 1996

A.   Basis of Presentation:

     The accompanying unaudited financial statements have been prepared in
     accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation
     S-X.  Accordingly, they do not include all the information and footnotes
     required by generally accepted accounting principles for complete financial
     statements.  In the opinion of management, all adjustments, including
     normal recurring accruals, considered necessary for a fair presentation
     have been included.  Operating results for the six months and three months
     ended June 30, 1997, are not necessarily indicative of the results that may
     be experienced for the year ending December 31, 1997 or any other interim
     period.  For further information, refer to the Consolidated Financial
     Statements and Footnotes included in the Company's Annual Report on Form
     10-K for the year ended December 31, 1996.

     The accompanying Consolidated Financial Statements include Omega Financial
     Corporation (Omega), a bank holding company, and the combined results of
     its wholly-owned banking and non-banking subsidiaries.

B.   Common Stock Split

     On March 25, 1997, the Board of Directors declared a three for two stock
     split on the Company's common stock, effected in the form of a dividend to
     shareholders of record on April 18, 1997. The split was paid on April 30,
     1997, first via the reissuance of shares in treasury, to the extent
     available, with the remainder of the split paid via authorized but unissued
     shares. All share and per share data presented has been restated to reflect
     the split.

C.   Current and Pending Accounting Changes

     Statement of Financial Accounting Standards No. 125 - Accounting for

     Transfers and Servicing of Financial Assets and Extinguishments of

     Liabilities


     Omega adopted Statement of Financial Accounting Standards (SFAS) No. 125
     "Accounting for Transfers and Servicing of Financial Assets and
     Extinguishments of Liabilities", as of January 1, 1997. This statement
     provides accounting and reporting standards for transfers and servicing of
     financial assets and extinguishment of liabilities. These standards are
     based on a consistent application of a financial-components approach that
     focuses on control. The Financial Accounting Standards Board (FASB) has
     also issued Statement No. 127, "Deferral of the Effective Date of Certain
     Provisions of FASB Statement No. 125", which delays adoption of certain
     components of Statement No. 125 until January 1, 1998. There was no
     material effect on the Corporation's financial condition or results of
     operation upon the partial adoption of this pronouncement, and management
     expects no material effect on the Corporation's financial condition or
     results of operation upon complete adoption.

     Statement of Financial Accounting Standards No. 128 - Earnings per Share


     The FASB has issued Statement No. 128, "Earnings per Share", which is
     effective for financial statements for both interim and annual periods
     ending after December 15, 1997. Early adoption is prohibited. The statement
     replaces primary earnings per share (EPS) with basic EPS and changes the
     presentation requirements of per-share amounts relating to accounting
     changes, discontinued operations and extraordinary items. Management
     believes that the adoption of this statement will not have a material
     effect on Omega's EPS.


     Statement of Financial Accounting Standards No. 130 - Reporting

     Comprehensive Income


     The FASB has issued Statement No. 130, "Reporting of Comprehensive Income",
     which is effective for fiscal years beginning after December 15, 1997. This
     statement establishes standards for reporting and display of comprehensive
     income and its components in a full set of general purpose financial
     statements. Comprehensive income, as defined by Statement 130, is the total
     of net income and all other nonowner changes in equity. Management believes
     that the adoption of this statement will not have a material effect on the
     Corporation's financial condition or results of operations.

D.   Commitments and Contingent Liabilities:

     In the ordinary course of business, Omega and its subsidiaries make
     commitments to extend credit to their customers.  At June 30, 1997 and
     December 31, 1996 standby letters of credit issued and outstanding amounted
     to $15,530,000 and $15,197,000, respectively.  These letters of credit are
     not reflected in the accompanying financial statements.  Management does
     not anticipate any significant losses as a result of these transactions.

     At June 30, 1997, the Corporation had $121,471,000 outstanding in unused
     lines of credit commitments extended to its customers.  Of this amount,
     $30,125,000, or 24.8%, are commitments to consumers for home equity lines
     of credit and credit card limits.  The remainder, $91,346,000, are
     commercial commitments.

E.   Earnings Per Share Data:
     Primary earnings per share is computed by dividing net earnings after
     preferred stock dividends by the weighted average number of shares and
     dilutive common stock equivalents outstanding during each period.  The
     outstanding preferred stock is not a common stock equivalent.  On a fully-
     diluted basis, both earnings and shares outstanding are adjusted to assume
     the conversion of convertible preferred stock from the date of issue. All
     share and per share data presented has been restated to give effect to the
     three for two stock split paid on April 30, 1997.

                       Computations of Per Share Earnings
                    (In thousands, except per share amounts)
                                  (Unaudited)

                                         Three Months            Six Months 
                                             Ended                  Ended
                                            June 30,               June 30,
                                        1997       1996        1997       1996

PRIMARY EARNINGS PER SHARE

Net income                             $4,361     $3,975      $8,262     $7,803
Dividend requirements for
preferred stock, net of tax
benefits                                  (76)       (74)       (151)      (148)
Net earnings applicable to common
stock                                   4,285      3,901       8,111      7,655



Shares and equivalents
outstanding:
Weighted average number of common
  shares outstanding                    8,999      9,063       9,026      9,062
Common stock equivalents - options        167        102         149        104

Weighted average of common shares
  outstanding and equivalents           9,166      9,165       9,175      9,166


Primary earnings per common share       $0.47      $0.43       $0.88      $0.84

FULLY DILUTED EARNINGS PER SHARE

Net income                             $4,361     $3,975      $8,262     $7,803
Additional cash contribution
required to service debt on
assumed conversion of preferred
stock (tax effected)                      (51)       (52)        (81)       (88)


Net earnings applicable to common
stock                                   4,310      3,923       8,181      7,715



Shares and equivalents
outstanding:
Weighted average number of common
  shares outstanding                    8,999      9,063       9,026      9,062
Common stock equivalents - options        192        102         192        104
Assumed conversion of preferred
stock outstanding and equivalents         346        346         346        346

Weighted average of common shares
  outstanding and equivalents           9,537      9,511       9,564      9,512



Fully diluted earnings per common
share                                   $0.45      $0.41       $0.86      $0.81


F.   Investment Considerations

     In analyzing whether to make, or to continue, an investment in Omega,
     investors should consider, among other factors, certain investment
     considerations more particularly described in "Item 1: Business -
     Investment Considerations" in the Company's Annual Report on Form 10-K for
     the year ended December 31, 1996. A copy of this report can be obtained
     from David N. Thiel, Senior Vice President, Omega Financial Corporation,
     366 Walker Drive, State College, Pennsylvania  16801.

G.   Forward Looking Statements

     The information in this Report on Form 10-Q contains forward looking
     statements (as such term is defined in the Securities Exchange Act of 1934
     and the regulations thereunder), including without limitation, statements
     as to the future loan and deposit volumes, the allowance and provision for
     possible loan losses, future interest rates and their effect on Omega's
     financial condition or results of operations, the classification of Omega's
     investment portfolio and other statements as to trends or management's
     beliefs, expectations or opinions. Such forward looking statements are
     subject to risks and uncertainties and may be affected by various factors
     which may cause actual results to differ materially from those in the
     forward looking statements. Certain of these risks, uncertainties and other
     factors are discussed in this Report on Form 10-Q, the Corporation's 1996
     Annual Report or in Omega's Annual Report on Form 10-K for the year ended
     December 31, 1996. Copies of these reports may be obtained from Omega upon
     request and without charge (except for the exhibits thereto) as described
     in Note F above.


                  OMEGA FINANCIAL CORPORATION AND SUBSIDIARIES





Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
                                 OF OPERATIONS



1.   Comparison of the Six and Three Months Ended June 30, 1997 and 1996

                               Operations


     A.   Six months ended June 30, 1997 and 1996

     For the first six months of 1997, income before taxes increased by
     $813,000, or 7.3%, compared to the same period in 1996. A $458,000, or
     10.5% increase in the Corporation's non-interest income was a significant
     factor in this achievement.

     Income from credit activities increased $292,000, or 1.3%, while non-
     interest expense decreased by $63,000, or 0.4%.

     The tax provision for the first six months of 1997 increased by $354,000,
     or 10.5% when compared to the first six months of 1996. The effective tax
     rate rose to 31.1% in 1997 from 30.1% in 1996, as a consequence of a
     continued reduction in tax-exempt income resulting from a lower level of
     tax-exempt investments in 1997 than in 1996. Net income increased by
     $459,000, or 5.9%, in the first six months of 1997 as compared to the same
     period in 1996.

     B.   Three months ended June 30, 1997 and 1996

     The second quarter's income before income taxes increased $593,000, or
     10.4%, when compared to the same period in 1996.  A $288,000 increase in
     non-interest income was partially responsible for the increase. In
     addition, income from credit activities increased by $179,000, or 1.6%,
     while non-interest expense decreased by $126,000, or 1.6%.

     After the income tax provision (which increased by $207,000, or 11.9%
     compared to the same period in 1996) was deducted from earnings, net income
     improved $386,000, or 9.7%, over the second quarter of 1996.  The effective
     tax rate for the second quarter of 1997 increased to 30.9% from 30.5% in
     the second quarter of 1996 as levels of tax exempt investments have fallen
     slightly.

     Following are selected key ratios for the period:


                                            Three Months Ended  Six Months Ended
                                                    June 30          June 30

                                                 1997      1996    1997   1996

     Return on average assets (annualized)....    1.72%    1.57%    1.64%  1.55%
     Return on average equity (annualized)....   12.64    12.36    12.00  12.26
     Dividend payout ratio (common)...........   33.04    31.90    34.22  30.98
     Average equity to average assets.........   13.62    12.68    13.65  12.65



                          Net Interest Income

     A.   Six months ended June 30, 1997 and 1996

     Omega's net interest income for the first six months of 1997 improved by
     $355,000, or 1.6%, with most of the improvement due to rate changes.
     Average earning assets grew by $8,931,000 since June of 1996. The 0.9%
     increase in average earning assets resulted primarily from investment
     securities activity, as average loans outstanding decreased by $13,763,000,
     or 2.0%. While the Corporation has experienced growth in the commercial
     loan portfolio, outstanding consumer loans have declined, particularly
     those secured by real estate. Average deposits decreased by $9,136,000, or
     1.1%, in 1997 as compared to the previous year. Total cost to fund earning
     assets was 3.11% in 1997, compared to 3.19% in 1996, while earning assets
     yielded 7.99% in 1997 compared to 8.06% in 1996, resulting in a 1 basis
     point increase in net interest margin.

     B.   Three months ended June 30, 1997 and 1996

     The net interest margin, at 4.94% for the second quarter of 1997, was 9
     basis points higher than the second quarter of 1996, with a $1,260,000 or
     0.1% increase in average earning assets resulting in a 1.8% increase in net
     interest income.

     Following are key net interest margin ratios (annualized):
                                     Three Months Ended     Six Months Ended
                                          June 30,              June 30,

                                        1997       1996       1997      1996

Yield on average earning assets         8.04%     8.02%      7.99%      8.06%

Cost to fund earning assets             3.10      3.17       3.11       3.19

Net interest margin                     4.94      4.85       4.88       4.87

Net interest margin - tax equivalent    5.11      5.00       5.04       5.03


     At June 30, 1997, Omega had $435,194,000 of earning assets scheduled to
     reprice over the next twelve months as compared to $433,374,000 in interest
     bearing liabilities.  This means that if rates rose by 100 basis points on
     July 1, Omega's net interest income over a one year period would increase
     by $1,026,000, or 2.2%, assuming that the volumes do not grow and the mix
     of the balance sheet does not change.  Conversely, a reduction in rates of
     100 basis points would have a negative impact of $941,000, or 2.0%.

                        Other Income and Expense


     A..  Six months ended June 30, 1997 and 1996

     Other income increased by $458,000 for the first six months of 1997 when
     compared to the same period last year. Service fees increased by $270,000,
     or 10.3%, and trust fees increased in 1997 by $111,000, or 8.5% over 1996.
     Net security gains, at $510,000 through June of 1997, were 20.8% ahead of
     1996.

     As a percentage of average assets, annualized other income, net of security
     gains and losses, was .86% for the first six months of 1997 as compared to
     .79% in 1996.

     Other expenses were $63,000, or 0.4% lower for the first six months of 1997
     than for the same period in 1996. Salaries and employee benefits increased
     by $267,000, or 3.2% while occupancy, equipment, data processing service
     and other expenses decreased by a total of $330,000, or 4.5%.

     As a percentage of average assets, annualized expenses for the six month
     period ending June 30, 1997 was 3.09% as compared to 3.12% for the same
     period in 1996.

     B.   Three months ended June 30, 1997 and 1996

     Other income increased $288,000, or 13.0% for the second quarter of 1997 as
     compared to the same period in 1996.  Service fee income in 1997 outpaced
     that in 1996 by $159,000, or 11.7%, while trust fee income was
     approximately the same in the second quarter of 1997 as in the second
     quarter of 1996. Net gains from the sale of investment securities increased
     by $138,000 in 1997.

     As a percentage of average assets, annualized other income net of security
     gains and losses was .85% for the second quarter of 1997 as compared to
     .79% in 1996.

     Other expenses were $126,000, or 1.6% lower for the second quarter of 1997
     than for the same period in 1996.  Salaries and employee benefits were
     $177,000, or 4.3% higher in 1997 than in 1996.  Occupancy expense has
     decreased by 9.6%, while equipment and data processing expense decreased by
     2.3%. Other non-interest expenses have decreased by 9.9%, or $229,000.

     As a percentage of average assets, annualized expenses for the quarter
     ended June 30, 1997 were 3.05% and for the same period in 1996 were 3.09%.

2.   Investment Securities

     Management of the investment portfolio entails evaluation and realignment
     of the size and mix of the portfolio in order to balance various
     characteristics of the balance sheet, including asset quality, liquidity,
     yield relationships, maturity and tax planning.  The following schedule
     describes characteristics of the investment portfolio as of June 30, 1997
     and December 31, 1996.

<TABLE>

<CAPTION>
<S>                                                      Securities Classified as Available for Sale

                                                                  Gross       Gross    Estimated
<C>                                                  Amortized  Unrealized Unrealized    Market
June 30, 1997                                          Cost       Gains      Losses      Value

U.S. Treasury securities and
    obligations of other U.S. Govern-
    ment agencies and corporations                  $83,696       $118       $(210)   $83,604
Obligations of state and
    political subdivisions                           39,681        200         (82)    39,799
Equity securities                                     4,995      4,933          (5)     9,923

Total                                              $128,372     $5,251       $(297)  $133,326



                                                       Securities Classified as Held to Maturity

                                                               Gross      Gross       Estimated
                                                   Amortized   Unrealized Unrealized  Market
June 30, 1997                                      Cost        Gains      Losses      Value

U.S. Treasury securities and
    obligations of other U.S. Govern-
    ment agencies and corporations                  $19,580     $   54        $(20)   $19,614
Obligations of state and
    political subdivisions                            6,105          7         (18)     6,094
Corporate securities                                 31,623        108         (87)    31,644
Mortgage backed securities                           58,036        226        (306)    57,956
Investment in low-income housing                        495          -           -        495
Equity securities (non-marketable)                    4,132          -           -      4,132

Total                                              $119,971       $395       $(431)   $119,935



                                                      Securities Classified as Available for Sale

                                                                  Gross       Gross    Estimated
                                                     Amortized  Unrealized Unrealized    Market
December 31, 1996                                      Cost       Gains      Losses      Value

U.S. Treasury securities and
    obligations of other U.S. Govern-
    ment agencies and corporations                  $86,363       $142       $(313)   $86,192
Obligations of state and
    political subdivisions                           32,243        192        (206)    32,229
Equity securities                                     5,049      4,231         (47)     9,233

Total                                              $123,655     $4,565       $(566)  $127,654



                                                       Securities Classified as Held to Maturity

                                                               Gross      Gross       Estimated
                                                   Amortized   Unrealized Unrealized  Market
December 31, 1996                                  Cost        Gains      Losses      Value

U.S. Treasury securities and
    obligations of other U.S. Govern-
    ment agencies and corporations                   $7,047        $24        $(22)    $7,049
Obligations of state and
    political subdivisions                            6,815         12         (20)     6,807
Corporate securities                                 27,880         96        (111)    27,865
Mortgage backed securities                           67,921        297        (297)    67,921
Investment in low-income housing                        438          -           -        438
Equity securities (non-marketable)                    4,091          -           -      4,091
Total                                              $114,192       $429       $(450)  $114,171



</TABLE>


     Total investment securities as a percentage of total assets at June 30,
     1997 and December 31, 1996 were 24.8% and 24.0%, respectively.  Securities
     maturing or repricing in one year or less comprised 50.6% of the total
     investment securities of $253,297,000 as of June 30, 1997, as compared to
     40.1% of total investment securities of $241,846,000 as of December 31,
     1996. There was $215,000 in investments in instruments of foreign countries
     on June 30, 1997.

3.   Interest Bearing Deposits with Other Financial Institutions

     As of June 30, 1997, Omega had $737,000 in interest bearing deposits with
     other banks. There were no investments in instruments issued by U.S.
     branches of banks of foreign countries or deposits in banks of foreign
     countries included in the June 30, 1997 balance.

4.   Loans

     Net loans in the first six months of 1997 fell by $6,642,000, or 1.0%,
     bringing the total to $678,135,000 at June 30, 1997. The primary cause of
     this decrease was increasing competitive pressure in consumer lending.

     Changes in the allowance for loan losses for the six months ended June 30,
     1997 and 1996 were as follows (in thousands):


                                                 1997           1996

     Balance at January 1.................... $11,820        $11,668

     Charge-offs.............................    (671)          (680)
     Recoveries..............................      75            207
         Net charge-offs.....................    (596)          (473)

     Provision for loan losses...............     515            452


     Balance at June 30......................  $11,739        $11,647





     The allowance for loan losses is considered adequate by management to cover
     possible uncollectible loans, as shown in the following table depicting
     non-performing loans.  Management is also of the opinion that the level of
     loan loss provision is adequate to maintain the allowance at an acceptable
     level.  The allowance for loan losses at June 30, 1997 and 1996 represented
     1.70% and 1.65%, respectively, of the total loans outstanding, net of
     unearned interest.

     Set forth below is an analysis of Omega's non-performing loans as of June
     30, 1997 as compared to December 31, 1996.


                                Non-performing Loans

                                   (In thousands)
                                                June 30,     December 31,
                                                 1997           1996

     Non-accrual loans.......................  $4,826         $2,079
     Accruing loans past due 90 days or more.   1,153          1,241
     Restructured loans......................      34             14

     Total non-performing loans..............  $6,013         $3,334


     Non-performing loans as percent
      of allowance...........................    51.2%          28.2%


     The increase in non-performing loans from December 31, 1996 to June 30,
     1997 is primarily due to the addition of one large commercial loan with a
     total outstanding balance of $2,632,000 to the non-accrual category.

5.   Deposits and Other Sources of Funds

     Deposits provide the primary source of funding for loans and investment
     securities.  During the six month period ended June 30, 1997, total
     deposits increased by $7,152,000 or 0.9%, with essentially the entire
     increase consisting of interest-bearing deposits.

6.   Regulatory Capital Compliance

     Risk-based capital standards are issued by bank regulatory authorities in
     the United States. These capital standards relate a banking company's
     capital to the risk profile of its assets and provide the basis for which
     all banking companies and banks are evaluated in terms of capital adequacy.
     The risk-based capital standards require all banks to have Tier 1 capital
     of at least 4% and total capital, including Tier 1 capital of at least 8%
     of risk-adjusted assets.  Tier 1 capital includes common stockholders'
     equity and qualifying perpetual preferred stock together with related
     surpluses and retained earnings.  Total capital is comprised of Tier 1
     capital, limited life preferred stock, qualifying debt instruments, and the
     reserves for possible loan losses. Banking regulators have also issued
     leverage ratio requirements.  The leverage ratio requirement is measured as
     the ratio of Tier 1 capital to adjusted average assets. The table below
     provides a comparison of Omega's and its bank subsidiaries risk-based
     capital ratios and leverage ratio to the minimum regulatory requirements
     for the periods indicated.
<TABLE>
<CAPTION>
<S>
<C>
                                                      MINIMUM          MINIMUM
                                                    REQUIREMENT       REGULATORY
                                                    FOR CAPITAL    REQUIREMENTS TO BE  
                                   ACTUAL       ADEQUACY PURPOSES  "WELL CAPITALIZED"

OMEGA FINANCIAL CORPORATION  AMOUNT     RATIO     AMOUNT      RATIO     AMOUNT     RATIO

As of June 30, 1997:
    Total Capital            $142,405      21.0%   $54,188       8.0%    $67,735      10.0%
        (to Risk Weighted
Assets)
    Tier I Capital            133,865      19.8%    27,094       4.0%     40,641       6.0%
        (to Risk Weighted
Assets)
    Tier I Capital            133,865      13.3%    40,350       4.0%     50,438       5.0%
        (to Average Assets)

As of December 31, 1996:
    Total Capital            $139,411      20.3%   $54,898       8.0%    $68,622      10.0%
        (to Risk Weighted
Assets)
    Tier I Capital            130,759      19.1%    27,449       4.0%     41,173       6.0%
        (to Risk Weighted
Assets)
    Tier I Capital            130,759      13.0%    40,363       4.0%     50,453       5.0%
        (to Average Assets)

OMEGA BANK
As of June 30, 1997:
    Total Capital             $74,954      19.6%   $30,612       8.0%    $38,265      10.0%
        (to Risk Weighted
Assets)
    Tier I Capital             70,131      18.3%    15,306       4.0%     22,959       6.0%
        (to Risk Weighted
Assets)
    Tier I Capital             70,131      12.5%    22,531       4.0%     28,164       5.0%
        (to Average Assets)

As of December 31, 1996:
    Total Capital             $73,644      18.9%   $31,177       8.0%    $38,971      10.0%
        (to Risk Weighted
Assets)
    Tier I Capital             68,732      17.6%    15,588       4.0%     23,383       6.0%
        (to Risk Weighted
Assets)
    Tier I Capital             68,732      12.0%    22,902       4.0%     28,627       5.0%
        (to Average Assets)

HOLLIDAYSBURG TRUST COMPANY
As of June 30, 1997:
    Total Capital             $30,746      18.0%   $13,660       8.0%    $17,076      10.0%
        (to Risk Weighted
Assets)
    Tier I Capital             28,599      16.8%     6,830       4.0%     10,245       6.0%
        (to Risk Weighted
Assets)
    Tier I Capital             28,599      11.7%     9,775       4.0%     12,218       5.0%
        (to Average Assets)

As of December 31, 1996:
    Total Capital             $29,786      17.5%   $13,602       8.0%    $17,002      10.0%
        (to Risk Weighted
Assets)
    Tier I Capital             27,648      16.3%     6,801       4.0%     10,201       6.0%
        (to Risk Weighted
Assets)
    Tier I Capital             27,648      11.4%     9,687       4.0%     12,108       5.0%
        (to Average Assets)

PENN CENTRAL NATIONAL BANK
As of June 30, 1997:
    Total Capital             $25,095      23.3%    $8,625       8.0%    $10,781      10.0%
        (to Risk Weighted
Assets)
    Tier I Capital             23,727      22.0%     4,312       4.0%      6,468       6.0%
        (to Risk Weighted
Assets)
    Tier I Capital             23,727      12.7%     7,473       4.0%      9,341       5.0%
        (to Average Assets)

As of December 31, 1996:
    Total Capital             $24,943      22.2%    $9,000       8.0%    $11,251      10.0%
        (to Risk Weighted
Assets)
    Tier I Capital             23,516      20.9%     4,500       4.0%      6,750       6.0%
        (to Risk Weighted
Assets)
    Tier I Capital             23,516      12.6%     7,444       4.0%      9,306       5.0%
        (to Average Assets)
</TABLE>


     Pursuant to the Federal Deposit Insurance Corporation Improvement Act of
     1991 ("FDICIA"), the FDIC has issued a rule which sets the capital level
     for each of the five capital categories established in FDICIA.  As required
     by FDICIA, the regulations specify the levels at which an insured
     institution would be considered "well capitalized", "adequately
     capitalized", "undercapitalized", "significantly undercapitalized", or
     "critically undercapitalized".  At June 30, 1997, Omega and each of its
     banking subsidiaries met the regulatory definition of a "well capitalized"
     financial institution, i.e., a leverage ratio exceeding 5%, Tier 1 capital
     exceeding 6% and total capital exceeding 10%.



PART II.  Other Information

Item 1.   Legal Proceedings
     None

Item 2.   Changes in Securities
     None

Item 3.   Defaults upon Senior Debt
     None

Item 4.   Submission of Matters to a Vote of Security Holders
     The Annual Meeting of Shareholders of Omega was held on April 29, 1997. At
     the Annual Meeting, the shareholders elected a class of directors for a
     term of three years, as described below.


          Name               For         Withhold
                                        Authority

Raymond F. Agostinelli   4,593,284       45,789

Merle K. Evey            4,602,548       36,525

David B. Lee             4,602,460       36,613


The terms of the following directors continued after the annual meeting:
     Robert T. Gentry, Philip E. Gingerich, David K. Goodman, Sr., D. Stephen
     Martz, James W. Powers, Sr., George R. Lovette, Robert N. Oliver, Stanton
     R. Sheetz, and Robert A. Szeyller.

Item 5.   Other Information
     None

Item 6.   Exhibits and Reports on Form 8-K
     Exhibit 27     Financial Data Schedule







                              SIGNATURES



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

                                       OMEGA FINANCIAL CORPORATION

                                               (Registrant)




                                  By:

                 Date                David B. Lee
                                     Chairman and
                                     Chief Executive Officer




                 Date                JoAnn N. McMinn
                                     Senior Vice President and
                                     Controller
                                     (Principal Accounting Officer)