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                                                                      EXHIBIT 13


                         ASSET AND LIABILITY MANAGEMENT


Net interest income can be vulnerable to wide fluctuations arising from changes
in the general level of market interest rates because the average yield on
assets responds differently to such changes than does the average cost of
funds.  In an effort to minimize the effects of changes in the general level of
market interest rates, the Company actively manages the repricing
characteristics of its assets and liabilities to control net interest rate
sensitivity.


                           INTEREST RATE SENSITIVITY
                                 (In Thousands)

                               December 31, 1995
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                             Non-Rate  
                                    Cumulative Volumes Subject to Repricing Within          Sensitivity
                              ----------------------------------------------------------       Over    
                                30 Days     90 Days     180 Days     1 Year      5 Years      5 Years      Total
                              ------------------------------------------------------------------------------------
 <S>                          <C>          <C>         <C>          <C>         <C>        <C>            <C>
 INTEREST EARNING ASSETS:
 Loans(1)                     $ 17,299     $24,104     $ 32,051     $43,780     $96,600    $  7,934       $104,534
 Securities available for
 sale                            4,607       9,523       15,847      28,989      76,812       4,457         81,269
 Securities held to
 maturity                           30          30          131         802       4,537       1,326          5,863
 Federal funds sold              6,000       6,000        6,000       6,000       6,000         ---          6,000
 Interest bearing deposits
 with Federal Home Loan
 Bank                              115         115          115         115         115         ---            115
                              ------------------------------------------------------------------------------------

      Total earning assets      28,051      39,772       54,144      79,686     184,064      13,717        197,781

 INTEREST BEARING LIABILITIES:
 Interest bearing
 transaction
 accounts:
   NOW accounts                 29,269      29,269       29,269      29,269      29,269         ---         29,269
   Money Market accounts        43,226      43,226       43,226      43,226      43,226         ---         43,226
 Savings accounts               15,600      15,600       15,600      15,600      15,600         ---         15,600
 Certificates of Deposit         5,158      14,059       25,925      39,171      54,007           6         54,013
 Securities sold with
 agreements
   to repurchase                 5,459       5,459        5,459       5,459       5,469         ---          5,459
                              ------------------------------------------------------------------------------------

      Total earning
 liabilities                    98,712     107,613      119,479     132,725     147,561           6        147,567
                              ------------------------------------------------------------------------------------

 Interest sensitivity gap     $(70,661)    (67,841)    $(65,335)    (53,039)    $36,503    $ 13,711       $ 50,214
                              ====================================================================================
                                                                                                                  

 CUMULATIVE INTEREST
   SENSITIVITY RATIOS:
 December 31, 1995                .28X        .37X         .45X        .60X       1.25X
</TABLE>

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

(1)  Loans are included net of unearned discount of $4.444 million.


At December 31, 1995, the Company had a negative gap position in the one month
period of $70.661 million.  The negative gap decreases at 90 days, 180 days,
and one year, and turns





                                     
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positive at five years.  If NOW and savings accounts were excluded, the
negative gap would be reduced to $25.792 million in the 30 day window.

The preceding static gap report reflects a cumulative liability sensitive
position through five years.  A negative gap alone would suggest that earnings
would benefit from falling interest rates, while rising interest rates would
tend to hamper earnings.  An inherent weakness of this report is that it
ignores the relative volatility of the various instruments on the balance
sheet, especially the limited volatility of interest bearing transaction and
savings accounts.

The Company's Asset Liability Committee reviews monthly the Company's rate
sensitive position.  It looks at adjusted static gap numbers which eliminate
the relatively stable NOW and savings accounts, and a target range for the
adjusted one-year gap is set at .70X to 1.20X.  The above figures indicate that
the one-year adjusted gap is well within the target range at .91X.  More
importantly, the Asset Liability Committee concentrates on earnings simulations
produced under varied interest rate scenarios including sharply rising and
declining interest rates.  In these simulations the pricing of each asset and
liability category is considered at each point in the interest rate scenario
and balance sheet growth assumptions are also included.

To measure the earnings exposure to an extreme upward or downward change in
interest rates, the Asset Liability Committee looks at the variance of net
interest income under adverse interest rate conditions.  Such a variance shows
the potential change from the expected position if an unexpected move to
significantly higher or lower interest rates occurs.  At December 31, 1995, all
projected variances were within the targeted 15 percent tolerance ranges set by
the Asset Liability Committee.