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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
[ X ]      OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
           QUARTERLY PERIOD ENDED MARCH 31, 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 number: 333-22481

                          POUGHKEEPSIE FINANCIAL CORP.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

    Delaware                                                 16-1518711
------------------------------                      ---------------------------
(State of incorporation                                  (I.R.S. Employer
 or organization)                                         Identification No.)

249 Main Mall
Poughkeepsie, New York                                         12601
---------------------------------------             ---------------------------
     (Address of principal executive offices)                 (Zip Code)

                                      (914) 431-6200
      --------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by checkmark  whether  Registrant (a) has filed all reports required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  report(s)  and  (b) has  been  subject  to such  filing
requirements for at least 90 days.

                              YES [ ]      NO [X]

Number of shares of Common Stock outstanding as of May 8, 1997:  None

The Registrant was formed by  Poughkeepsie  Savings Bank, FSB in connection with
the proposed reorganization of the Bank as a subsidiary of the Registrant.  This
Quarterly  Report on Form 10-Q is being filed  pursuant to Section  15(d) of the
Securities Exchange Act of 1934.





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                                   APPENDIX A

                          POUGHKEEPSIE FINANCIAL CORP.

                        STATEMENT OF FINANCIAL CONDITION
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                  March 31, 1997
                                                                  --------------
<S>                                                                          <C>
ASSETS:
                                  Total Assets (Note 1)                      $0
                                                                             ==



LIABILITIES AND STOCKHOLDER'S EQUITY:

 Stockholder's Equity:

                          Preferred Stock, $0.01 par
                          value, Authorized-2,000,000
                          shares; Issued and
                          Outstanding - None                                 $0


                          Common Stock, $0.01 par
                          value, Authorized -
                          40,000,000 shares; Issued and
                          Outstanding - None                                  0


                          Additional Paid in Capital                         $0
                                                                             --

                            Total Stockholder's Equity                       $0
                                                                             ==

                            Total Liabilities and
                             Stockholder's Equity                               $0
                                                                             ==
</TABLE>




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                          POUGHKEEPSIE FINANCIAL CORP.

                               STATEMENT OF INCOME
                                   (UNAUDITED)

        For the period January 1, 1997 to March 31, 1997
<TABLE>
            <S>                                                              <C>
               Net Income                                                    $0
                                                                             ==

</TABLE>



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                          POUGHKEEPSIE FINANCIAL CORP.

                        STATEMENT OF STOCKHOLDER'S EQUITY
                                   (Unaudited)

                       For the period January 1, 1997 to March 31, 1997

<TABLE>
<CAPTION>
                                                              Additional
                                    Common Stock           Paid in Capital              Total
                                    ------------           ---------------              -----
<S>                                      <C>                      <C>                    <C>
Balance at
January 1, 1997                          $0                       $0                     $0

Balance at
March 31, 1997                           $0                       $0                     $0
                                         ==                       ==                     ==
</TABLE>




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                          POUGHKEEPSIE FINANCIAL CORP.

                             STATEMENT OF CASH FLOWS
                                   (Unaudited)

                       For the period January 1, 1997 to March 31, 1997

<TABLE>
<S>                                                                          <C>
Funds were provided by:
        Financing Activities:
               Funds provided by financing activities                         $0
                                                                              ==

Funds were used for:
               Total funds used                                               $0
                                                                              ==
</TABLE>



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                          POUGHKEEPSIE FINANCIAL CORP.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1

Incorporation and Organization

     Poughkeepsie  Financial Corp.  (the "Company") was  incorporated on January
16, 1997 by  Poughkeepsie  Savings Bank,  FSB (the "Bank") in connection  with a
proposed reorganization of the Bank as a subsidiary of the Company.

        The Company has not conducted any operations since its incorporation.






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                          PART I FINANCIAL INFORMATION

Item 1:        Financial Statements.

               See Appendix A attached hereto.

Item 2:        Management's Discussion and Analysis

     Poughkeepsie  Financial  Corp.  (the  "Registrant"  or the  "Company")  was
incorporated on January 16, 1997 by Poughkeepsie  Savings Bank, FSB (the "Bank")
in connection  with the proposed  reorganization  of the Bank as a subsidiary of
the  Company.   The  Company  was  organized  by  the  Bank  to  accomplish  the
reorganization  pursuant to which the Company  would  become the Bank's  holding
company.  Upon consummation of the  reorganization,  the Company will become the
owner of all of the issued  and  outstanding  shares of the common  stock of the
Bank,  and the shares of the Company will be exchanged for shares of outstanding
shares of common stock of the Bank. The Company has not conducted any operations
since its incorporation.

                          PART II     OTHER INFORMATION

Item 1:        Legal Proceedings

               Not applicable.

Items 2 - 6:

               Not applicable.




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                                   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.

                                      POUGHKEEPSIE FINANCIAL CORP.

Date: May 13, 1997                     By: /s/ Joseph B. Tockarshewsky
                                          ---------------------------
                                          Joseph B. Tockarshewsky, Chairman
                                             of the Board, President and Chief
                                             Executive Officer
                                           (Principal Executive Officer)



                                       By: /s/ Robert J. Hughes
                                          ---------------------------
                                          Robert J. Hughes
                                          Executive Vice President and
                                             Chief Financial Officer


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