<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

For the fiscal year ended December 31, 1996

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 [NO FEE REQUIRED]

For the transition period from _____________to________________

Commission file Number:  0-19028


                               CCFNB BANCORP, INC.
                 (Name of small business issuer in its charter)


PENNSYLVANIA                                              23-2254643     
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification Number)

232 East Street, Bloomsburg, Pennsylvania                 17815
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number, including area code:  (717) 784-4400

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

Securities registered pursuant to Section 12(g) of the Act:  Common Stock, par 
value $1.25 per share.

          Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.  Yes  X   No    
                                                                    ---     ---

          Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of issuer's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

          Issuer's revenues for its most recent fiscal year were $12,605,761.

          The aggregate market value of the voting stock held by non-affiliates
of the issuer based on the average of the bid and asked price of $18.00 at
February 28, 1997, was $23,455,224.

          As of February 28, 1997, the issuer had outstanding 1,381,711 shares
of its common stock, par value $1.25 per share.

                       DOCUMENTS INCORPORATED BY REFERENCE

          Portions of the issuer's 1997 definitive Proxy Statement are
incorporated by reference in Part III of this Annual Report. In addition,
portions of the Annual Report to stockholders of the issuer for the year ended
December 31, 1996, are incorporated by reference in Part II of this Annual
Report.



                                  Page 1 of 83
                            Exhibit Index on Page 25
<PAGE>   2
                               CCFNB BANCORP, INC.
                                   FORM 10-KSB

                                      Index

<TABLE>
<CAPTION>
Part I                                                                Page
------                                                                ----
<S>                                                                   <C>
Item 1.   Description of the Business.............................      3
                                                                       
Item 2.   Description of Property.................................     17
                                                                       
Item 3.   Legal Proceedings.......................................     18
                                                                    
Item 4.   Submission of Matters to a Vote of Security Holders.....    Not Applicable

Part II

Item 5.   Market for Common Equity and Related
            Stockholder Matters...................................     18
                                                                       
Item 6.   Management's Discussion and Analysis or Plan                 
            of Operation..........................................     20
                                                                       
Item 7.   Financial Statements....................................     20
                                                                    
Item 8.   Changes in and Disagreements with Accountants on
            Accounting and Financial Disclosure...................    Not Applicable

Part III

Item 9.   Directors, Executive Officers, Promoters and Control    
            Persons; Compliance with Section 16(a) of the
            Exchange Act..........................................     21
                                                                       
Item 10.  Executive Compensation..................................     21
                                                                       
Item 11.  Security Ownership of Certain Beneficial Owners              
            and Management........................................     21
                                                                       
Item 12.  Certain Relationships and Related Transactions..........     21
                                                                       
Item 13.  Exhibits and Reports on Form 8-K........................     21
                                                                       
Signatures........................................................     23
                                                                    
Index to Exhibits.................................................     26
</TABLE>

                                        2
<PAGE>   3
                               CCFNB BANCORP, INC.
                                   FORM 10-KSB

                                     PART I


ITEM 1.           DESCRIPTION OF THE BUSINESS

                  General

                  CCFNB Bancorp, Inc. ("Bancorp"), a Pennsylvania business
corporation, is a bank holding company, registered with and supervised by the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board").
Bancorp was organized on June 20, 1983, and commenced operations on March 31,
1984. Bancorp has one wholly-owned subsidiary, the Columbia County Farmers
National Bank (the "Bank"). Bancorp's business has consisted primarily of
managing and supervising the Bank, and its principal source of income has been
dividends paid by the Bank. At December 31, 1996, Bancorp had total consolidated
assets, deposits and stockholders' equity of approximately $170 million, $131
million and $21 million, respectively.

                  The Bank was organized in 1917. The Bank is a national banking
association that is a member of the Federal Reserve System and the deposits of
which are insured by the Federal Deposit Insurance Corporation (the "FDIC")
under the Bank Insurance Fund ("BIF"). As of December 31, 1996, the Bank has 6
branch locations, including its main office in Bloomsburg, Pennsylvania. All of
the Bank's offices are located in Columbia County, Pennsylvania. The Bank is a
full service commercial bank providing a wide range of services to individuals
and small to medium sized businesses in its north eastern Pennsylvania market
area, including accepting time, demand, and savings deposits and making secured
and unsecured commercial, real estate and consumer loans. In addition, the Bank
has a trust department.

                  Supervision and Regulation - Bancorp

                  Bancorp is subject to the jurisdiction of the Securities and
Exchange Commission ("SEC") relating to the offering and sale of its securities.
Bancorp is currently subject to the SEC's rules and regulations relating to
periodic reporting, insider trading reports and proxy solicitation material in
accordance with the Securities Exchange Act of 1934 (the "Exchange Act").
Furthermore, Bancorp qualifies as a "small business issuer" as that term is
defined under Item 10 of Regulation S-B of the SEC, and has elected to make its
SEC filings under the disclosure requirements afforded to small business
issuers.

                  Bancorp is also subject to the provisions of the Bank Holding
Company Act of 1956, as amended ("Bank Holding Company Act"), and to supervision
by the Federal Reserve Board. The Bank Holding Company Act will require Bancorp
to secure the prior approval of the Federal Reserve Board before it owns or
controls, directly or indirectly, more than 5% of the voting shares of
substantially all of the assets of any institution, including another bank. The
Bank Holding Company Act prohibits acquisition by Bancorp of more than 5% of the
voting shares of, or interest 


                                       3
<PAGE>   4
in, or substantially all of the assets of, any bank located outside Pennsylvania
unless such an acquisition is specifically authorized by laws of the state in
which such bank is located.

                  A bank holding company is prohibited from engaging in or
acquiring direct or indirect control of more than 5% of the voting shares of any
company engaged in non-banking activities unless the Federal Reserve Board, by
order or regulation, has found such activities to be so closely related to
banking or managing or controlling banks as to be a proper incident thereto. In
making this determination, the Federal Reserve Board considers whether the
performance of these activities by a bank holding company would offer benefits
to the public that outweigh possible adverse effects.

                  The Bank Holding Company Act also prohibits acquisitions of
control of a bank holding company, such as Bancorp, without prior notice to the
Federal Reserve Board. Control is defined for this purpose as the power,
directly or indirectly, to direct the management or policies of a bank holding
company or to vote twenty-five percent (25%) (or ten percent (10%), if no other
person or persons acting on concert, holds a greater percentage of the Common
Stock) or more of Bancorp's Common Stock.

                  Bancorp is required to file an annual report with the Federal
Reserve Board and any additional information that the Federal Reserve Board may
require pursuant to the Bank Holding Company Act. The Federal Reserve Board may
also make examinations of Bancorp and any or all of its subsidiaries. Subject to
certain exceptions, a bank holding company and its subsidiaries are generally
prohibited from engaging in certain tie-in arrangements in connection with any
extension of credit or provision of credit or provision of any property or
services. The so-called "Anti-tie-in" provisions state generally that a bank may
not extend credit, lease, sell property or furnish any service to a customer on
the condition that the customer provide additional credit or service to the
bank, to its bank holding company or to any other subsidiary of its bank holding
company or on the condition that the customer not obtain other credit or service
from a competitor of the bank, its bank holding company or any subsidiary of its
bank holding company.

                  Subsidiary banks of a bank holding company are subject to
certain restrictions imposed by the Federal Reserve Act on any extensions of
credit to the bank holding company or any of its subsidiaries, on investments in
the stock or other securities of the bank holding company and on taking of such
stock or securities as collateral for loans to any borrower.

                  Permitted Non-Banking Activities

                  The Federal Reserve Board permits bank holding companies to
engage in non-banking activities so closely related to banking, managing or
controlling banks as to be a proper incident thereto. While the types of
permissible activities are subject to change by the Federal Reserve Board, the
principal non-banking activities that presently may be conducted by a bank
holding company, without prior approval of the Federal Reserve Board, are:




                                       4
<PAGE>   5
                  1. Making, acquiring or servicing loans and other extensions
of credit for its own account or for the account of others, such as would be
made by the following types of companies: consumer finance, credit card,
mortgage, commercial finance and factoring.

                  2. Operating as an industrial bank, Morris Plan bank or
industrial loan company in the manner authorized by state law so long as the
institution does not accept demand deposits or make commercial loans.

                  3. Operating as a trust company in the manner authorized by
federal or state law so long as the institution does not make certain types of
loans or investments or accept deposits, except as may be permitted by the
Federal Reserve Board.

                  4. Subject to certain limitations, acting as an investment or
financial advisor to investment companies and other persons.

                  5. Leasing personal and real property or acting as agent,
broker, or advisor in leasing property, provided that it is reasonably
anticipated that the transaction will compensate the lessor for not less than
the lessor's full investment in the property and provided further that the
lessor may rely on estimated residual values of up to 100% of the acquisition
cost of the leased property.

                  6. Making equity and debt investments in corporations or
projects designed primarily to promote community welfare, such as the economic
rehabilitation and development of low-income areas by providing housing,
services or jobs for residents.

                  7. Providing to others financially oriented data processing or
bookkeeping services.

                  8. Subject to certain limitations: (a) acting as an insurance
principal, agent or broker in relation to insurance for itself and its
subsidiaries or for insurance directly related to extensions of credit by the
bank holding company system; (b) acting as agent or broker for insurance
directly related to an extension of credit by a finance company, that is a
subsidiary; and (c) engaging in any insurance agency activity in a place where
the bank holding company or a subsidiary of the bank holding company has a
lending office and that: (1) has a population not exceeding 5,000 and (2) has
inadequate insurance agency facilities.

                  9. Owning, controlling or operating a savings association, if
the savings association engages only in deposit taking activities and lending,
and other activities permissible for bank holding companies.

                  10. Providing courier services of a limited character.

                  11. Subject to certain limitations, providing management
consulting advice to nonaffiliated banks and nonbank depository institutions.




                                       5
<PAGE>   6
                  12. Selling money orders having a face value of $1,000 or
less, travelers' checks and United States savings bonds.

                  13. Performing appraisals of real estate and personal
property, including securities.

                  14. Subject to certain conditions, acting as intermediary for
the financing of commercial or industrial income-producing real estate by
arranging for the transfer of the title, control and risk of such a real estate
project to one or more investors.

                  15. Subject to certain limitations, providing full-service
brokerage and financial advisory activities; and selling, solely as an agent or
broker for customers, shares of investment companies advised by an affiliate of
the bank holding company or providing investment advice to customers about the
purchase and sale of shares of investment companies advised by an affiliate of
the bank holding company.

                  16. Underwriting and dealing in obligations of the United
States, general obligations of states and their political subdivisions and other
obligations such as bankers' acceptances and certificates of deposits.

                  17. Subject to certain limitations, providing by any means,
general information and statistical forecasting with respect to foreign exchange
markets; advisory services designed to assist customers in monitoring,
evaluating and managing their foreign exchange exposures; and certain
transactional services with respect to foreign exchange.

                  18. Subject to certain limitations, acting as a futures
commission merchant in the execution and clearance on major commodity exchanges
of futures contracts and options on futures contracts for bullion, foreign
exchange, government securities, certificates of deposit and other money market
instruments.

                  19. Subject to certain limitations, providing commodity
trading and futures commission merchant advice, including counsel, publications,
written analysis and reports.

                  20. Providing consumer financial counseling that involves
counseling, educational courses and distribution of instructional materials to
individuals on consumer-oriented financial management matters, including debt
consolidation, mortgage applications, bankruptcy, budget management, real estate
tax shelters, tax planning, retirement and estate planning, insurance and
general investment management, so long as this activity does not include the
sale of specific products or investments.

                  21. Providing tax planning and preparation advice such as
strategies designed to minimize tax liabilities and includes, for individuals,
analysis of the tax implications of retirement plans, estate planning and family
trusts. For a corporation, tax planning includes the analysis of the tax
implications of mergers and acquisitions, portfolio mix, specific investments,
previous tax 



                                       6
<PAGE>   7
payments and year-end tax planning. Tax preparation involves the preparation of
tax forms and advice concerning liability based on records and receipts supplied
by the client.

                  22. Providing check guaranty services to subscribing
merchants.

                  23. Subject to certain limitations, operating a collection
agency.

                  24. Operating a credit bureau that maintains files on the past
credit history of consumers and providing such information to a lender that is
considering a borrower's application for credit, provided that the credit bureau
does not grant preferential treatment to an affiliated bank in the bank holding
company system.

                  Pennsylvania Banking Law

                  Under the Pennsylvania Banking Code of 1965, as amended (the
"Code"), Bancorp is permitted to control an unlimited number of banks. However,
Bancorp would be required, under the Bank Holding Company Act, to obtain the
prior approval of the Federal Reserve Board before it could acquire all or
substantially all of the assets of any bank, or acquire ownership or control of
any voting shares of any bank other than the Bank, if, after such acquisition,
it would own or control more than five percent (5%) of the voting shares of such
bank.

                  Interstate Banking and Branching

                  The following discussion describes those provisions of the
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the
"Interstate Banking Act") that would pertain to Bancorp. It is not an exhaustive
description of all provisions of the Interstate Banking Act.

                  In general, the Federal Reserve Board may approve an
application by Bancorp to acquire control of, or acquire all or substantially
all of the assets of, a bank located outside of the Commonwealth of Pennsylvania
without regard to whether such acquisition is prohibited under the law of any
state, but subject to certain state law restrictions and requirements enumerated
in the Interstate Banking Act. The Federal Reserve Board may approve such
application if it finds, among other things, that Bancorp is "adequately
capitalized" and "adequately managed." Moreover, the Federal Reserve Board may
not approve such acquisition if the target bank has not been in existence for
the minimum period of time, if any, required by such target bank's "home" state.
The Federal Reserve Board may, however, approve the acquisition of the target
bank that has been in existence for at least five years without regard to any
longer minimum period of time required under the law of the "home" state of the
target bank.

                  Furthermore, the Interstate Banking Law provides that,
beginning June 1, 1997, appropriate federal supervisory agencies may approve a
merger of the Bank with another bank located in a different state or the
establishment by the Bank of a new branch office either by acquisition or de
novo, unless the Commonwealth of Pennsylvania enacts a law prior to June 1,
1997, allowing an interstate merger or expressly prohibiting merger with an
out-of-state bank. The Commonwealth of Pennsylvania has enacted a law to
"opt-in" early of interstate mergers.



                                       7
<PAGE>   8
                  Moreover, the Interstate Banking Law provides that the Bank
may establish and operate a de novo branch in any state that "opts-in" to de
novo branching. A "de novo branch" is a branch office that is originally
established as a branch and does not become a branch as a result of an
acquisition or merger. The Commonwealth of Pennsylvania has enacted a law to
"opt-in" early to de novo interstate branching.

                  As of May 2, 1996, the State Bank Supervisors of the states of
Alabama, Delaware, Maryland, New Jersey and North Carolina and the Commonwealths
of Pennsylvania and Virginia executed a Cooperative Agreement which governs the
manner in which state-chartered banks with branches in multiple states will be
supervised. This Cooperative Agreement was necessitated by the Interstate
Banking Law and was drafted to create a level playing field for state-chartered
banks with respect to supervision and regulation of branch offices in a multiple
state setting. Specifically, this agreement outlines general principles for
determining whether home or host state law applies, including the following: (1)
host state law applies to operational issues relating to a branch located in a
host state, including antitrust, community reinvestment, consumer protection,
usury and fair lending laws; (2) the state law of the home state will apply to
corporate structure issues, such as, charter, by-laws, incorporation,
liquidation, stockholders and directors, capital and investments; and (3) bank
powers issues will be resolved with reference to both home and host state laws.
The Bank is a national association and is governed by, among other laws and
regulations, the National Bank Act and regulations promulgated by the
Comptroller of the Currency. Therefore, the Cooperative Agreement does not apply
to the Bank.

                  As of the filing date of this report, Bancorp and the Bank
have no plans to engage in interstate banking or branching.

                  Legislation and Regulatory Changes

                  From time to time, legislation is enacted which has the effect
of increasing the cost of doing business, limiting or expanding permissible
activities or affecting the competitive balance between banks and other
financial institutions. Proposals to change the laws and regulations governing
the operations and taxation of banks, bank holding companies and other financial
institutions are frequently made in Congress, and before various bank regulatory
agencies. No prediction can be made as to the likelihood of any major changes or
the impact such changes might have on Bancorp and its subsidiary bank. Certain
changes of potential significance to Bancorp which have been enacted or
promulgated, as the case may be, by Congress or various regulatory agencies,
respectively, are discussed below.

                  Financial Institutions Reform, Recovery and Enforcement Act of
1989 ("FIRREA")

                  On August 9, 1989, major reform and financing legislation,
i.e., FIRREA, was enacted into law in order to restructure the regulation of the
thrift industry, to address the financial condition of the Federal Savings and
Loan Insurance Corporation and to enhance the supervisory and enforcement powers
of the Federal bank and thrift regulatory agencies. The Office of the
Comptroller of the Currency ("OCC"), as the primary Federal regulator of the
Bank, is primarily responsible for supervision of the Bank. The OCC and FDIC
have far greater flexibility to impose 


                                       8
<PAGE>   9
supervisory agreements on an institution that fails to comply with its
regulatory requirements, particularly with respect to the capital requirements.
Possible enforcement actions include the imposition of a capital plan,
termination of deposit insurance and removal or temporary suspension of an
officer, director or other institution-affiliated party.

                  Under FIRREA, civil penalties are classified into three
levels, with amounts increasing with the severity of the violation. The first
tier provides for civil penalties of up to $5,000 per day for any violation of
law or regulation. A civil penalty of up to $25,000 per day may be assessed if
more than a minimal loss or a pattern of misconduct is involved. Finally, a
civil penalty of up to $1.0 million per day may be assessed for knowingly or
recklessly causing a substantial loss to an institution or taking action that
results in a substantial pecuniary gain or other benefit. Criminal penalties are
increased to $1.0 million per violation, up to $5.0 million for continuing
violations or for the actual amount of gain or loss. These monetary penalties
may be combined with prison sentences for up to five years.

                  Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA")

                  General. The FDICIA reformed a variety of bank regulatory
laws. Certain of these provisions are discussed below.

                  Examinations and Audits. Annual full-scope, on-site
examinations are required for all FDIC-insured institutions with assets of $500
million or more. For bank holding companies with $500 million or more in assets,
the independent accountants of such companies shall attest to the accuracy of
management's report. Such accountants shall also monitor management's compliance
with governing laws and regulations. Such companies are also required to select
an independent audit committee composed of outside directors who are independent
of management, to review with management and the independent accountants the
reports that must be submitted to the appropriate bank regulatory agencies. If
the independent accountants resign or are dismissed, written notification must
be given to the FDIC and to the appropriate federal and state bank regulatory
agency.

                  Prompt Corrective Action. In order to reduce losses to the
deposit insurance funds, the FDICIA established a format to more closely monitor
FDIC-insured institutions and to enable prompt corrective action by the
appropriate federal supervisory agency if an institution begins to experience
any difficulty. The FDICIA established five "Capital" categories. They are: (1)
well-capitalized; (2) adequately capitalized; (3) undercapitalized; (4)
significantly undercapitalized; and (5) critically undercapitalized. The overall
goal of these new capital measures is to impose more scrutiny and operational
restrictions on depository institutions as they descend the capital categories
from well capitalized to critically undercapitalized.

                  The FDIC, the OCC, the Federal Reserve Board and the Office of
Thrift Supervision have issued jointly final regulations relating to these
capital categories and prompt corrective action. These capital measures for
prompt corrective action are defined as follows:




                                       9
<PAGE>   10
                  A "well-capitalized" institution would be one that has at
least a 10% total risk-based capital ratio, a 6% or greater Tier I risk-based
capital ratio, a 5% or greater Tier I leverage capital ratio, and is not subject
to any written order or final directive by the FDIC to meet and maintain a
specific capital level.

                  An "adequately capitalized" institution would be one that
meets the required minimum capital levels, but does not meet the definition of a
"well-capitalized" institution. The existing capital rules generally require
banks to maintain a Tier I leverage capital ratio of at least 4% and an 8% or
greater total risk-based capital ratio. Since the risk-based standards also
require at least half of the total risk-based capital requirement to be in the
form of Tier I capital, this also will mean that an institution would need to
maintain at least a 4% Tier I risk-based capital ratio. Thus, an institution
would need to meet each of the required minimum capital levels in order to be
deemed "adequately capitalized."

                  An "undercapitalized" institution would fail to meet one or
more of the required minimum capital levels for an "adequately capitalized"
institution. An "undercapitalized" institution must file a capital restoration
plan and is automatically subject to restrictions on dividends, management fees
and asset growth. In addition, the institution is prohibited from making
acquisitions, opening new branches or engaging in new lines of business without
the prior approval of its primary federal regulator. A number of other
discretionary restrictions also may be imposed on a case-by-case basis, and
harsher restrictions that otherwise would apply to "significantly
undercapitalized" institutions may be imposed on an "undercapitalized"
institution that fails to file or implement an acceptable capital restoration
plan.

                  A "significantly undercapitalized" institution would have a
total risk-based capital ratio of less than 6%, a Tier I risk-based capital
ratio of less than 3%, or a Tier I leverage capital ratio of less than 3%, as
the case may be. Institutions in this category would be subject to all the
restrictions that apply to "undercapitalized" institutions. Certain other
mandatory prohibitions also would apply, such as restrictions against the
payment of bonuses or raises to senior executive officers without the prior
approval of the institution's primary federal regulator. A number of other
restrictions may be imposed.

                  A "critically undercapitalized" institution would be one with
a tangible equity (Tier I capital) ratio of 2% or less. In addition to the same
restrictions and prohibitions that apply to "undercapitalized" and
"significantly undercapitalized" institutions, the FDIC's rule implementing this
provision of FDICIA also addresses certain other provisions for which the FDIC
has been accorded responsibility as the insurer of depository institutions.


At a minimum, any institution that becomes "critically undercapitalized" is
prohibited from taking the following actions without the prior written approval
of its primary federal supervisory agency: engaging in any material transactions
other than in the usual course of business; extending credit for highly
leveraged transactions ("HLTs"); amending its charter or bylaws; making any
material changes in accounting methods; engaging in certain transactions with
affiliates; paying excessive compensation or bonuses; and paying interest on
liabilities exceeding the prevailing rates in the 


                                       10
<PAGE>   11
institution's market area. In addition, a "critically undercapitalized"
institution is prohibited from paying interest or principal on its subordinated
debt and is subject to being placed in conservatorship or receivership if its
tangible equity capital level is not increased within certain mandated time
frames.

                  At any time, an institution's primary federal supervisory
agency may reclassify it into a lower capital category. All institutions are
prohibited from declaring any dividends, making any other capital distribution,
or paying a management fee if it would result in downward movement into any of
the three undercapitalized categories. The FDICIA provides an exception to this
requirement for stock redemptions that do not lower an institution's capital and
would improve its financial condition, if the appropriate federal supervisory
agency has consulted with the FDIC and approved the redemption.

                  The regulation requires institutions to notify the FDIC
following any material event that would cause such institution to be placed in a
lower category. Additionally, the FDIC monitors capital levels through call
reports and examination reports.

                  Deposit Insurance. As a result of the special assessment due
on October 1, 1996 and required by the Deposit Insurance Funds Act of 1996 (the
"Funds Act"), the Savings Association Insurance Fund ("SAIF") was capitalized at
the Designated Reserve Rate of 1.25 percent of estimated insured deposits on
October 1, 1996. The FDIC has, therefore, lowered the rates on assessments paid
to the SAIF. Effective January 1, 1997, the Funds Act separates the Financing
Corporation ("FICO") assessment to service the interest on its bond obligations
from the SAIF and BIF deposit insurance assessments. The amount assessed on the
Bank by the FICO will be in addition to any amount paid for deposit insurance.
FICO assessment rates for the first semi-annual period of 1997 were set at 1.3
basis points annually for BIF-assessable deposits (which are the type of
deposits held by the Bank) and 6.48 basis points annually for SAIF-assessable
deposits. The FICO rate on BIF-assessable deposits must be one-fifth the rate on
SAIF-assessable deposits until the BIF and SAIF are merged or until January 1,
2000, whichever occurs first.

                  Real Estate Lending Standards. Pursuant to the FDICIA, the OCC
and other federal banking agencies adopted real estate lending guidelines which
would set loan-to-value ("LTV") ratios for different types of real estate loans.
A LTV ratio is generally defined as the total loan amount divided by the
appraised value of the property at the time the loan is originated. If the
institution does not hold a first lien position, the total loan amount would be
combined with the amount of all senior liens when calculating the ratio. In
addition to establishing the LTV ratios, the guidelines require all real estate
loans to be based upon proper loan documentation and a recent appraisal of the
property.

                  Bank Enterprise Act of 1991. Within the overall FDICIA is a
separate subtitle called the "Bank Enterprise Act of 1991." The purpose of this
Act is to encourage banking institutions to establish "basic transaction
services for consumers" or so-called "lifeline accounts." The FDIC assessment
rate is reduced for all lifeline depository accounts. This Act establishes ten
(10) factors which are the minimum requirements to qualify as a lifeline
depository account. Some of these factors relate to minimum opening and balance
amounts, minimum number of monthly withdrawals, 


                                       11
<PAGE>   12
the absence of discriminatory practices against low-income individuals and
minimum service charges and fees. Moreover, the Housing and Community
Development Act of 1972 requires that the FDIC's risk-based assessment system
include provisions regarding life-line accounts. Assessment rates applicable to
life-line accounts are to be established by FDIC rule.

                  Truth in Savings Act. The FDICIA also contains the Truth in
Savings Act ("TSA"). The Federal Reserve Board has adopted regulations
("Regulation DD") under the TSA. The purpose of TSA is to require the clear and
uniform disclosure of the rates of interest which are payable on deposit
accounts by depository institutions and the fees that are assessable against
deposit accounts, so that consumers can make a meaningful comparison between the
competing claims of banks with regard to deposit accounts and products. In
addition to disclosures to be provided when a customer establishes a deposit
account, TSA requires the depository institution to include, in a clear and
conspicuous manner, the following information with each periodic statement of a
deposit account: (1) the annual percentage yield earned; (2) the amount of
interest earned; (3) the amount of any fees and charges imposed; and (4) the
number of days in the reporting period. TSA allows for civil lawsuits to be
initiated by customers if the depository institution violates any provision or
regulation under TSA.

                  Regulatory Capital Requirements

                  The following table presents Bancorp's consolidated capital
ratios at December 31, 1996.

<TABLE>
<CAPTION>
                                                                  (In Thousands)
<S>                                                               <C>        
Tier I Capital .............................................       $    20,588
Tier II Capital ............................................            21,499
Total Capital ..............................................            20,657

Adjusted Total Average Assets ..............................       $   164,512
Total Adjusted Risk-Weighted Assets(1) .....................            94,695

Tier I Risk-Based Capital Ratio(2) .........................             21.74%
Required Tier I Risk-Based Capital Ratio ...................              4.00%
Excess Tier I Risk-Based Capital Ratio .....................             17.74%

Total Risk-Based Capital Ratio(3) ..........................             22.70%
Required Total Risk-Based Capital Ratio ....................              8.00%
Excess Total Risk-Based Capital Ratio ......................             14.70%

Tier I Leverage Ratio(4) ...................................             12.22%
Required Tier I Leverage Ratio .............................              3.00%
Excess Tier I Leverage Ratio ...............................              9.22%
</TABLE>

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

(1)      Includes off-balance sheet items at credit-equivalent values less
         intangible assets.

(2)      Tier I Risk-Based Capital Ratio is defined as the ratio of Tier I
         Capital to Total Adjusted Risk-Weighted Assets.


                                       12
<PAGE>   13
(3)      Total Risk-Based Capital Ratio is defined as the ratio of Tier I and
         Tier II Capital to Total Adjusted Risk-Weighted Assets.

(4)      Tier I Leverage Ratio is defined as the ratio of Tier I Capital to
         Adjusted Total Average Assets.


                  Bancorp's ability to maintain the required levels of capital
is substantially dependent upon the success of Bancorp's capital and business
plans; the impact of future economic events on Bancorp's loan customers; and
Bancorp's ability to manage its interest rate risk and investment portfolio and
control its growth and other operating expenses.

                  Effect of Government Monetary Policies

                  The earnings of Bancorp are and will be affected by domestic
economic conditions and the monetary and fiscal policies of the United States
government and its agencies.

                  The monetary policies of the Federal Reserve Board have had,
and will likely continue to have, an important impact on the operating results
of commercial banks through its power to implement national monetary policy in
order, among other things, to curb inflation or combat a recession. The Federal
Reserve Board has a major effect upon the levels of bank loans, investments and
deposits through its open market operations in United States government
securities and through its regulations of, among other things, the discount rate
on borrowings of member banks and the reserve requirements against member bank
deposits. It is not possible to predict the nature and impact of future changes
in monetary and fiscal policies.

                  History and Business - Bank

                  The Bank's legal headquarters are located at 232 East Street,
Bloomsburg, Pennsylvania.

                  As of December 31, 1996, the Bank had total assets of $170
million, total shareholders' equity of $21 million and total deposits and other
liabilities of $131 million.

                  The Bank is a community bank which seeks to provide personal
attention and professional financial assistance to its customers. The Bank is a
locally managed and locally oriented financial institution established to serve
the needs of individuals and small and medium-sized businesses. The Bank's
business philosophy includes offering direct access to its President and other
officers and providing friendly, informed and courteous service, local and
timely decision making, flexible and reasonable operating procedures, and
consistently-applied credit policies.

                  The Bank is a full-service commercial bank offering a range of
commercial and retail banking services to its clients. These include personal
and business checking and savings accounts, certificates of deposit, and
mortgage, home equity and commercial loans. In addition, the Bank provides safe
deposit boxes, traveler's checks, wire transfers of funds, and certain personal,
corporate and pension trust services. The Bank is a member of the MAC system and
provides clients with access to this automated teller machine network. The Bank
also makes credit cards available to its 



                                       13
<PAGE>   14
customers. In addition, the Bank has a trust department that provides
traditional fiduciary services to its clients.

                  The Bank solicits small and medium-sized businesses located
primarily within the Bank's market area that typically borrow in the $25,000 to
$1.0 million range. In the event that certain loan requests may exceed the
Bank's lending limit to any one customer, the Bank seeks to arrange such loans
on a participation basis with other financial institutions.

                  Market Area

                  The Bank's primary market area is Columbia County, a 484
square mile area located in north eastern Pennsylvania with a population of
approximately 63,200 based on 1990 census data. The Town of Bloomsburg is the
County's largest municipality and its center of industry and commerce.
Bloomsburg has a population of approximately 12,400 based on 1990 census data,
and is the county seat. Berwick, located on the eastern boundary of the County,
is the second largest municipality, with a 1990 population of approximately
11,000. The Bank currently serves its market area through six branch offices
located in Bloomsburg, Benton, Lightstreet, Millville, Orangeville and South
Centre, Columbia County.

                  The Bank competes with six other commercial banks and two
thrift institutions in Columbia County. The Bank's major competitors are: First
National Bank of Berwick; PNC Bank, N.A., the largest commercial bank in
Pennsylvania; and First Columbia Bank and Trust Company of Bloomsburg,
Pennsylvania. Both PNC Bank, N.A. and First National Bank of Berwick have
greater financial resources than the Bank.

                  The Bank's extended market area includes the adjacent
Pennsylvania counties of Luzerne, Montour, Northumberland, Schuylkill and
Sullivan.

                  Supervision and Regulation - Bank

                  The operations of the Bank are subject to federal and state
statutes applicable to banks chartered under the banking laws of the United
States, to members of the Federal Reserve System and to banks whose deposits are
insured by the FDIC. Bank operations are also subject to regulations of the OCC,
the Federal Reserve Board and the FDIC.

                  The primary supervisory authority of the Bank is the OCC, that
regularly examines the Bank. The OCC has the authority under the Financial
Institutions Supervisory Act to prevent a national bank from engaging in an
unsafe or unsound practice in conducting its business.

                  Federal and state banking laws and regulations govern, among
other things, the scope of a bank's business, the investments a bank may make,
the reserves against deposits a bank must maintain, loans a bank makes and
collateral it takes, the activities of a bank with respect to mergers and
consolidations and the establishment of branches. All banks in Pennsylvania are
permitted to maintain branch offices in any county of the state. Branches of
national banks may be established only after approval by the OCC. The OCC is
required to grant approval only if it finds that there is 


                                       14
<PAGE>   15
a need for banking services or facilities such as are contemplated by the
proposed branch. The OCC may disapprove the application if the bank does not
have the capital and surplus deemed necessary by the OCC, or if the application
relates to the establishment of a branch in a county contiguous to the county in
which the applicant's principal place of business is located, and another
banking institution that has its principal place of business in the county in
which the proposed branch would be located, has in good faith, notified the OCC
of its intention to establish a branch in the same municipal location in which
the proposed branch would be located.

                  Multi-bank holding companies are permitted in Pennsylvania
within certain limitations. See sections entitled "Pennsylvania Banking Law" and
"Interstate Banking and Branching."

                  A subsidiary bank of a bank holding company is subject to
certain restrictions imposed by the Federal Reserve Act on any extensions of
credit to the bank holding company or its subsidiaries, on investments in the
stock or other securities of the bank holding company or its subsidiaries and on
taking such stock or securities as collateral for loans. The Federal Reserve Act
and Federal Reserve Board regulations also place certain limitations and
reporting requirements on extensions of credit by a bank to principal
shareholders of its parent holding company, among others, and to related
interests of such principal shareholders. In addition, such legislation and
regulations may affect the terms upon which any person becoming a principal
shareholder of a holding company may obtain credit from banks with which the
subsidiary bank maintains a correspondent relationship.

                  Federal law also prohibits acquisitions of control of a bank
holding company without prior notice to certain federal bank regulators. Control
is defined for this purpose as the power, directly or indirectly, to influence
the management or policies of the bank or bank holding company or to vote
twenty-five percent (25%) or more of any class of voting securities of the bank
holding company.

                  From time to time, various types of federal and state
legislation have been proposed that could result in additional regulations of,
and restrictions on, the business of the Bank. It cannot be predicted whether
any such legislation will be adopted or how such legislation would affect the
business of the Bank. As a consequence of the extensive regulation of commercial
banking activities in the United States, the Bank's business is particularly
susceptible to being affected by federal legislation and regulations that may
increase the costs of doing business.

                  Under the Federal Deposit Insurance Act, the OCC possesses the
power to prohibit institutions regulated by it (such as the Bank) from engaging
in any activity that would be an unsafe and unsound banking practice and in
violation of the law. Moreover, the Financial Institutions and Interest Rate
Control Act of 1987 ("FIRA") generally expands the circumstances under which
officers or directors of a bank may be removed by the institution's federal
supervisory agency; restricts lending by a bank to its executive officers,
directors, principal shareholders or related interests thereof; restricts
management personnel of a bank from serving as directors in other management
positions with certain depository institutions whose assets exceed a specified
amount or which have an office within a specified geographic area; and restricts
management personnel from borrowing from another institution that has a
correspondent relationship with their bank. 


                                       15
<PAGE>   16
Additionally, FIRA requires that no person may acquire control of a bank unless
the appropriate federal supervisory agency has been given 60-days prior written
notice and within that time has not disapproved the acquisition or extended the
period for disapproval.

                  Under the Bank Secrecy Act ("BSA"), the Bank is required to
report to the Internal Revenue Service currency transactions of more than
$10,000 or multiple transactions of which the Bank is aware in any one day that
aggregate in excess of $10,000. Civil and criminal penalties are provided under
the BSA for failure to file a required report, for failure to supply information
required by the BSA or for filing a false or fraudulent report.

                  The Garn-St Germain Depository Institutions Act of 1982 ("1982
Act"), removes certain restrictions on the lending powers and liberalizes the
depository abilities of the Bank. The 1982 Act also amends FIRA (see above) by
eliminating certain statutory limits on lending of a bank to its executive
officers, directors, principal shareholders or related interests thereof and by
relaxing certain reporting requirements. However, the 1982 Act strengthened FIRA
provisions respecting management interlocks and correspondent bank relationships
by management personnel.

                  Community Reinvestment Act

                  The Community Reinvestment Act of 1977, as amended (the
"CRA"), and the regulations promulgated to implement the CRA are designed to
create a system for bank regulatory agencies to evaluate a depository
institution's record in meeting the credit needs of its community. Until May
1995, a depository institution was evaluated for CRA compliance based upon 12
assessment factors.

                  The CRA regulations were completely revised as of May 4, 1995,
to establish new performance-based standards for use in examining a depository
institution's compliance with the CRA (the "revised CRA regulations"). The
revised CRA regulations establish new tests for evaluating both small and large
depository institutions' investment in the community. A "small bank" is defined
as a bank which has total assets of less than $250 million and is independent or
is an affiliate of a holding company with less than $1 billion in assets.
Pursuant to the revised CRA regulations, a depository institution which
qualifies as a "small bank" will be examined under a streamlined procedure which
emphasizes lending activities. The streamlined examination procedures for a
small bank became effective on January 1, 1996.

                  A large retail institution is one which does not meet the
"small bank" definition, above. A large retail institution can be evaluated
under one of two tests: (1) a three-part test evaluating the institution's
lending, service and investment performance; or (2) a "strategic plan" designed
by the institution with community involvement and approved by the appropriate
federal bank regulator. A large institution must choose one of these options
prior to July 1997, but may opt to be examined under one of these two options
prior to that time. Effective January 1, 1996, a large retail institution that
opts to be examined pursuant to a strategic plan may submit its strategic plan
to the bank regulators for approval.




                                       16
<PAGE>   17
                  In addition, the revised CRA regulations include separate
rules regarding the manner in which "wholesale banks" and "limited purpose
banks" will be evaluated for compliance.

                  The new CRA regulations will be phased in over a two-year
period, beginning July 1, 1995, with a final effective date of July 1, 1997.
Until the applicable test is phased in, institutions may be examined under the
prior CRA regulations.

                  On December 27, 1995, the federal banking regulators issued a
joint final rule containing technical amendments to the revised CRA regulations.
Specifically, the recent technical amendments clarify the various effective
dates in the revised CRA regulations, correct certain cross references and state
that once an institution becomes subject to the requirements of the revised CRA
regulations, it must comply with all aspects of the revised CRA regulations,
regardless of the effective date of certain provisions. Similarly, once an
institution is subject to the revised CRA regulations, the prior CRA regulations
do not apply to that institution.

                  For the purposes of the revised CRA regulations, the Bank is
deemed to be a small depository institution, based upon financial information as
of December 31, 1996. In the future, the Bank will be evaluated for CRA
compliance using the streamlined procedures for a small bank. Under the 12
assessment factors contained in the prior CRA regulations, the Bank received a
"satisfactory" rating in 1995. The Bank expects to receive a rating under the
revised CRA regulations which is consistent with its rating last year.

                  Concentration

                  Bancorp and the Bank are not dependent for deposits nor
exposed by loan concentrations to a single customer or to a small group of
customers the loss of any one or more of which would have a materially adverse
effect on the financial condition of Bancorp or the Bank.


ITEM 2.           DESCRIPTION OF PROPERTY

                  Bancorp owns no property other than through the Bank as
follows:

<TABLE>
<CAPTION>
                                 Type of    Square
Property   Location             Ownership   Footage   Use
--------   --------             ---------   -------   ---
<S>        <C>                  <C>         <C>       <C>    
   1       Orangeville, PA        Owned      2,259    Banking services.
   2       Benton, PA             Owned      4,672    Banking services.
   3       South Centre, PA       Owned      3,868    Banking services.
   4       Bloomsburg, PA         Owned     11,686    Banking services.
   5       Scott Township, PA     Owned     16,500    Banking services, corporate,
                                                      credit and operations.
   6       Millville, PA          Owned      2,520    Banking services.
</TABLE>




                                       17
<PAGE>   18
                  It is management's opinion that the facilities currently
utilized are suitable and adequate for current and immediate future purposes.


ITEM 3.           LEGAL PROCEEDINGS

                  General

                  The nature of Bancorp's and the Bank's business generates a
certain amount of litigation involving matters arising in the ordinary course of
business. However, in the opinion of management of Bancorp and the Bank, there
are no proceedings pending to which Bancorp and the Bank is a party or to which
their property is subject, which, if determined adversely to Bancorp and the
Bank, would be material in relation to Bancorp's and the Bank's undivided
profits or financial condition, nor are there any proceedings pending other than
ordinary routine litigation incident to the business of Bancorp and the Bank. In
addition, no material proceedings are pending or are known to be threatened or
contemplated against Bancorp and the Bank by government authorities or others.

                  Environmental Issues

                  There are several federal and state statutes that govern the
obligations of financial institutions with respect to environmental issues.
Besides being responsible under such statutes for its own conduct, a bank also
may be held liable under certain circumstances for actions of borrowers or other
third parties on properties that collateralize loans held by the bank. Such
potential liability may far exceed the original amount of the loan made by the
bank. Currently, the Bank is not a party to any pending legal proceedings under
any environmental statue nor is the Bank aware of any circumstances that may
give rise to liability of the Bank under any such statute.


                                     PART II


ITEM 5.           MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


                  Shares of Bancorp's Common Stock are traded in the
over-the-counter market and "bid" and "asked" quotations regularly appear on the
Over-the-Counter Bulletin Board system under the symbol "CCFN." As of February
28, 1997, six firms were listed on the Over-the-Counter Bulletin Board system as
market makers for Bancorp's Common Stock. The following table sets forth: (1)
the quarterly average bid and asked prices for a share of Bancorp's Common Stock
during the periods indicated as reported by Hopper Soliday & Co., Inc. of
Lancaster, Pennsylvania, one of the market makers of Bancorp's Common Stock, and
(2) quarterly dividends on a share of the Common Stock with respect to each
quarter since January 1, 1995. The following quotations represent prices between
buyers and sellers and do not include retail markup, markdown or commission.
They may not necessarily represent actual transactions.


                                       18
<PAGE>   19
<TABLE>
<CAPTION>
                                                Average Stock Prices
                                                --------------------       Dividends
                                               Bid               Asked     Declared
                                               ---               -----     --------
<S>                                          <C>                <C>        <C> 
1995:
       First quarter....................     $14.25             $15.00       $.10
       Second quarter...................     $14.25             $14.75       $.10
       Third quarter....................     $14.50             $15.00       $.10
       Fourth quarter...................     $15.50             $16.50       $.15

1996:
       First quarter....................     $16.25             $17.63       $.10
       Second quarter...................     $16.42             $17.67       $.10
       Third quarter....................     $16.75             $17.84       $.10
       Fourth quarter...................     $16.79             $17.67       $.15
</TABLE>


                  As of February 28, 1997, Bancorp had approximately 759
shareholders of record.

                  Since its formation in 1983 as the parent holding company of
the Bank, Bancorp has paid cash dividends. It is the present intention of
Bancorp's Board of Directors to continue the dividend payment policy, although
the payment of future dividends must necessarily depend upon earnings, financial
condition, appropriate restrictions under applicable law and other factors
relevant at the time the Board of Directors considers any declaration of
dividends. Cash available for the payment of dividends must initially come from
dividends paid by the Bank to Bancorp. Therefore, the restrictions on the Bank's
dividend payments are directly applicable to Bancorp.

Dividend Restrictions on the Bank

                  The OCC has issued rules governing the payment of dividends by
national banks. Consequently, the Bank (which is subject to these rules) may not
pay dividends from capital (unimpaired common and preferred stock outstanding)
but only from retained earnings after deducting losses and bad debts therefrom.
"Bad debts" are defined as matured obligations in which interest is past due and
unpaid for ninety (90) days, but do not include well-secured obligations that
are in the process of collection.

                  Previously, the Bank was permitted to add the balances in its
allowance for possible credit and lease losses in determining retained earnings,
but the OCC's new regulations prohibit that practice. However, to the extent
that (1) the Bank has capital surplus in an amount in excess of common capital
and (2) if the Bank can prove that such surplus resulted from prior period
earnings, the Bank, upon approval of the OCC, may transfer earned surplus to
retained earnings and thereby increase its dividend paying capacity.

                  If, however, the Bank has insufficient retained earnings to
pay a dividend, the OCC's regulations allow the Bank to reduce its capital to a
specified level and to pay dividends upon receipt 



                                       19
<PAGE>   20
of the approval of the OCC as well as that of the holders of two thirds of the
outstanding shares of the Common Stock.

                  The Bank is allowed to pay dividends no more frequently than
quarterly. Moreover, the Bank must obtain the OCC's approval before paying a
dividend if the total of all dividends declared by the Bank in any calendar year
would exceed the total of (1) the Bank's net profits for that year plus (2) its
retained net profits for the immediately preceding two years less (3) any
required transfers to surplus or a fund for the retirement of preferred stock.

                  The Bank may not pay any dividends on its capital stock during
the period in which it may be in default in the payment of its assessment for
deposit insurance premium due to the FDIC, nor may it pay dividends on Common
Stock until any cumulative dividends on the Bank's preferred stock (if any) have
been paid in full. The Bank has never been in default in the payments of its
assessments to the FDIC; and, moreover, the Bank has no outstanding preferred
stock. In addition, under the Federal Deposit Insurance Act, dividends cannot be
declared and paid if the OCC obtains a cease and desist order because such
payment would constitute an unsafe and unsound banking practice. As of December
31, 1995, there was $2 million in unrestricted retained earnings and net income
available at the Bank that could be paid as a dividend to Bancorp under the
current OCC regulations.

Dividend Restrictions on Bancorp

                  Under the Pennsylvania Business Corporation Law of 1988, as
amended (the "BCL"), Bancorp may not pay a dividend if, after giving effect
thereto, either (a) Bancorp would be unable to pay its debts as they become due
in the usual course of business or (b) Bancorp's total assets would be less than
its total liabilities. The determination of total assets and liabilities may be
based upon: (i) financial statements prepared on the basis of generally accepted
accounting principles, (ii) financial statements that are prepared on the basis
of other accounting practices and principles that are reasonable under the
circumstances, or (iii) a fair valuation or other method that is reasonable
under the circumstances.


ITEM 6.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                  The caption "Management's Discussion and Analysis of Financial
Condition and Results of Operations" contained in Bancorp's Annual Report (at
page ___ thereto) filed at Exhibit 13 hereto is incorporated in its entirety by
reference under this Item 6.


ITEM 7.           FINANCIAL STATEMENTS

                  Bancorp's Consolidated Financial Statements and notes thereto
contained in the Annual Report (beginning at page ___ thereto) filed at Exhibit
13 hereto are incorporated in their entirety by reference under this Item 7.



                                       20
<PAGE>   21
                                    PART III


ITEM 9.           DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

                  The captions "Information As To Nominees, Directors and
Executive Officers," "Principal Officers of the Corporation," "Principal
Officers of the Bank" and "Section 16(a) Beneficial Ownership Reporting
Compliance" contained in Bancorp's Proxy Statement (at pages ___, ___, ___ and
___ hereof, respectively) filed at Exhibit 99A hereto is incorporated in their
entirety by reference under this Item 9.


ITEM 10.          EXECUTIVE COMPENSATION

                  The caption "Executive Compensation" contained in Bancorp's
Proxy Statement (at pages ___ through ___ hereof) filed at Exhibit 99A hereto is
incorporated in its entirety by reference under this Item 10.


ITEM 11.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

                  The caption "Principal Beneficial Owners of the Corporation's
Stock" contained in Bancorp's Proxy Statement (at page ___ hereof) filed at
Exhibit 99A hereto is incorporated in its entirety by reference under this Item
11.


ITEM 12.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                  The information under the caption "Certain Transactions"
contained in Bancorp's Proxy Statement (at page ___ hereof) filed at Exhibit 99A
hereto is incorporated in its entirety by reference under this Item 12.


ITEM 13.          EXHIBITS AND REPORTS ON FORM 8-K

                  (a) Exhibits required by Item 601 of Regulation S-B:

<TABLE>
<CAPTION>
Exhibit Number Referred to
Item 601 of Regulation S-B                 Description of Exhibit             
--------------------------                 ----------------------
<S>                          <C>                    
             2               None.
             3               None.
             4               None.
             9               None.
</TABLE>


                                       21
<PAGE>   22
<TABLE>
<CAPTION>
Exhibit Number Referred to
Item 601 of Regulation S-B                 Description of Exhibit             
--------------------------                 ----------------------
<S>                          <C>                    
           10                None.
           11                None.
           13                Annual Report to Shareholders for Fiscal Year Ended
                             December 31, 1996.
           16                None.
           18                None.
           21                List of Subsidiaries of Bancorp.
           22                None.
           23                None.
           24                None.
           27                None.
           28                None.
           99A               Proxy Statement, Notice of Annual Meeting and Form
                             of Proxy for the Annual Meeting of Shareholders to
                             be held May 6, 1997.
</TABLE>


                  (b) Reports on Form 8-K.

                  Bancorp filed no reports on Form 8-K for the quarter ended
December 31, 1996.




                                       22
<PAGE>   23
                                   SIGNATURES


                  In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

CCFNB BANCORP, INC.
     (Bancorp)


By:    /s/ Paul E. Reichart
       ------------------------------
           Paul E. Reichart
           President

Date:  March 13, 1997


                  In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.



By:    /s/ Don E. Bangs
       ------------------------------
           Don E. Bangs
           Director and Secretary

Date:  March 13, 1997



By:    /s/ Stanley Barchik
       ------------------------------
           Stanley Barchik
           Director

Date:  March 13, 1997



By:    /s/ Robert M. Brewington, Jr.
       ------------------------------
           Robert M. Brewington, Jr.
           Director

Date:  March 13, 1997




                                       23
<PAGE>   24
By:    /s/ Edward L. Campbell
       ------------------------------
           Edward L. Campbell
           Director

Date:  March 13, 1997



By:    /s/ Elwood R. Harding, Jr.
       ------------------------------
           Elwood R. Harding, Jr.
           Director

Date:  March 13, 1997



By:    /s/ William F. Hess
       ------------------------------
           William F. Hess
           Director and Vice Chairman
             of the Board

Date:  March 13, 1997



By:    /s/ Willard H. Kile, Sr.
       ------------------------------
           Willard H. Kile, Sr.
           Director and Chairman of
             the Board

Date:  March 13, 1997



By:    /s/ Charles E. Long
       ------------------------------
           Charles E. Long
           Director

Date:  March 13, 1997




                                       24
<PAGE>   25
By:    /s/ Paul E. Reichart
       ------------------------------
           Paul E. Reichart
           Director, President and
            Chief Executive Officer
           (Chief Executive Officer)

Date:  March 13, 1997



By:    /s/ Virginia D. Kocher
       ------------------------------
           Virginia D. Kocher
           Treasurer
           (Principal Financial and
            Accounting Officer)

Date:  March 13, 1997




                                       25
<PAGE>   26
                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Item Number        Description                                              Page
-----------        -----------                                              ----
<S>                <C>                                                      <C>
    13             Annual Report to Shareholders                           
                     for the Fiscal Year Ended                             
                     December 31, 1996..............................         27
                                                                           
    21             List of Subsidiaries of Bancorp..................         66
                                                                           
    99A            Proxy Statement, Notice of Annual                       
                     Meeting and Form of Proxy for                         
                     the Annual Meeting of Shareholders                    
                     to be held May 6, 1997.........................         67
</TABLE>




                                       26