SECURITIES AND EXCHANGE COMMISSSION
                            WASHINGTON, D.C.  20549

                                   FORM 10-K

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

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996

                         Commission File No. 000-19235

                         SUMMIT FINANCIAL CORPORATION
            (Exact name of registrant as specified in its charter)

   SOUTH  CAROLINA                                                  57-0892056
(State  or  other  jurisdiction                               (I.R.S. Employer
   of  incorporation  or                                   Identification No.)
     organization)

                 P. O. Box 1087, 937 North Pleasantburg Drive
                       Greenville, South Carolina  29602
         (Address of Principal Executive Offices, including zip code)

                                (864) 242-2265
             (Registrant's Telephone Number, Including Area Code)

          Securities Registered Pursuant to Section 12(b) of the Act:
                                     NONE

          Securities Registered Pursuant to Section 12(g) of the Act:
                Title of Class:  COMMON STOCK, $1.00 PAR VALUE

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  12  months  (or for such shorter period that the
registrant  was  required  to  file such reports), and (2) has been subject to
such  filing  requirements  for  the  past  90  days.
YES  [X]        NO[  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of  Regulation  S-K is not contained herein, and will not be contained, to the
best  of registrant's knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-K or any amendment to
this  Form  10-K.          [X]

The  aggregate  market  value  of  Common  Stock held by non-affiliates of the
Registrant  computed  by reference to the average bid and asked prices of such
stock, as of February 28, 1997 was approximately $13,721,500.  For purposes of
the  foregoing  calculation  only, all directors and executive officers of the
Registrant  have  been  deemed  affiliates.

As  of  February  28,  1997,  there  were 1,334,409 shares of the Registrant's
Common  Stock,  $1.00  par  value,  outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE


<PAGE>
(1)          Portions  of the Registrant's Definitive Proxy Statement for 1997
Annual  Meeting  of  Shareholders  is  incorporated  by reference in Part III.
PART  I

ITEM  1.          BUSINESS

GENERAL

     Summit  Financial  Corporation (the "Company") was incorporated under the
laws  of  the  State  of  South  Carolina  on  May  26,  1989.  The  Company,
headquartered  in  Greenville,  South  Carolina,  is  a  financial institution
holding company formed under the Bank Holding Company Act of 1956, as amended.
Subsidiaries of the Company are Summit National Bank (the "Bank", "Summit"), a
national  bank  organized  in  1990,  and  Freedom Finance, Inc. (the "Finance
Company",  "Freedom"),  a  consumer  finance  company  organized in 1994.  The
Company  engages  in no significant operations other than the ownership of its
two  subsidiaries.  The Company conducts its business from two banking offices
and  twelve  consumer  finance  offices  throughout  South  Carolina.

     The  Bank targets individuals and small-to-medium-sized businesses in the
Upstate  of  South  Carolina  that  require  a  full  range of quality banking
services  typically  provided by the larger regional banking concerns, but who
prefer  the  personalized service offered by a locally-based institution.  The
Bank  currently  has its headquarters and two full-service branch locations in
Greenville,  South Carolina.  Summit provides a full range of deposit services
that  are  typically available in most banks and savings and loan associations
including  checking  accounts,  NOW  accounts, individual retirement accounts,
savings  and  other  time  deposits  of various types ranging from daily money
market  accounts to longer-term certificates of deposit.  Deposits of the Bank
are  insured  up to $100,000 by the Federal Deposit Insurance Corporation (the
"FDIC").    Other  services  which the Bank offers include safe deposit boxes,
bank  money  orders,  wire  transfer facilities, sale of nondeposit investment
products  including  annuities  and  mutual funds, full and discount brokerage
services,  and  various  cash  management  and  electronic  banking  programs.

     The  Bank also offers a full range of short-to-intermediate-term, secured
and  unsecured  commercial  and personal loans for business, agriculture, real
estate,  home  improvement  and  automobiles, credit cards, letters of credit,
personal investments and home equity lines of credit.  It is the Bank's intent
to  originate quality, profitable loans which will benefit the area's economy,
provide a reasonable return to our shareholders, and promote the growth of the
Bank.    Management  strives  to maintain quality in the loan portfolio and to
accept  only  those credit risks which meet the Bank's underwriting standards.
The Company has no material concentration of deposits from any single customer
or  group  of  customers.    No  significant  portion of its loan portfolio is
concentrated  within  a  single  industry  or  group  of  related  industries.

     The  Finance  Company makes and services installment loans to individuals
with loan principal amounts generally not exceeding $1,000 and with maturities
ranging  from  three  to  eighteen  months.    The  Finance  Company, which is
headquartered  in  Greenville, South Carolina, currently has 12 branch offices
throughout South Carolina.  The Finance Company's loan customers are primarily
in  the  low-  to-middle  income  brackets  and  are engaged in widely diverse
occupations.   A loan investigation and credit history review is made for each
borrower,  either  through  credit  reporting  agencies or directly by Company
employees.    Freedom  also makes available to borrowers credit life, accident
and health insurance, and property insurance directly related to the extension
of  credit  to  the  individual. The business of the Finance Company is rather
seasonal  and  the  amount of loans outstanding increases significantly at the
end  of  each  calendar  year due to the seasonal loan demand, while the first
quarter  of  the  calendar  year  often  results in substantial loan paydowns.

     With  the  exception  of  the  loans  acquired to expand Freedom's branch
network,  the  Company  has  pursued  a  strategy  of  growth through internal
expansion  since  its  inception.  At December 31, 1996, the Company had total
assets  of  $134.2  million,  total  deposits  of $117.8 million, net loans of
$101.2  million and shareholders' equity of $11.6 million.  This compares with
total  assets of $115.1 million, total deposits of $99.3 million, net loans of
$74.6  million and shareholders' equity of $10.7 million at December 31, 1995.

     As  a  bank  holding  company, the Company is a legal entity separate and
distinct  from  its  subsidiaries.    The  Company  coordinates  the financial
resources  of the consolidated enterprise and maintains financial, operational
and  administrative  systems  that  allow centralized evaluation of subsidiary
operations  and  coordination  of  selected  policies  and  activities.    The
Company's  operating revenues and net income are derived from its subsidiaries
through  fees  for  services  performed  and  interest  on advances and loans.

TERRITORY  SERVED  AND  COMPETITION

     THE BANK:  Summit National Bank is located in Greenville, South Carolina.
The  extended  market  area  encompasses Greenville County, with the principal
market  area  being  the  urban areas of Greenville County.  Greenville, South
Carolina  is  located  in  the  fast  growing  Interstate-85  corridor between
Charlotte,  North Carolina and Atlanta, Georgia.  The economy of Greenville is
primarily  industrial  in  nature  and  the  area  is  considered  one  of the
Southeast's  leading  manufacturing  centers.

     Greenville,  South  Carolina  is  a highly competitive commercial banking
market  in  which  all of the largest banks in the state are represented.  The
competition  among  the  various financial institutions is based upon interest
rates offered on deposit accounts, interest rates charged on loans, credit and
service  charges, the quality of services rendered, the convenience of banking
facilities,  and, in the case of loans to large commercial borrowers, relative
lending  limits.

     Many  of  the competitor banks in the Bank's market area are subsidiaries
of  bank  holding  companies which own banks in other southeastern states.  In
the  conduct  of  certain  areas  of  business, the Bank may also compete with
savings  and loan associations, credit unions, insurance companies, securities
firms,  leasing  companies and other financial institutions, some of which are
not  subject  to  the  same degree of regulation and restrictions as the Bank.
The  Bank  may  also  compete  with  out-of-state financial institutions which
operate  loan  production  offices,  originate  mortgages, accept money market
deposits,  and  provide  other  financial  services.

     Many  of  these  competitors  have  substantially  greater  resources and
lending  abilities  due  to their size than the Bank has and these competitors
offer  services,  such  as  international banking and trust services, that the
Bank  is  not  currently  providing.    Moreover, most of the competitors have
multiple  branch  networks  located throughout the extended market area, while
the  Bank  currently  has  only  two  locations,  which could be a competitive
disadvantage.  As a result, the Bank does not generally attempt to compete for
the banking relationships of larger corporations, but concentrates its efforts
on  small  and  medium-sized businesses and individuals.  The Company believes
that  the  Bank  is  able  to  compete  effectively  in this market segment by
offering  competitive pricing of services and quality, experience and personal
treatment  in  the  execution  of  services.

     Neither the Company nor its subsidiaries are dependent upon a single or a
very  few customers, the loss of which would have a material adverse effect on
the  Company.

     THE  FINANCE  COMPANY:    Freedom Finance, Inc. serves its customers from
locations  in  Bishopville, Columbia, Conway, Florence, Greenville, Kingstree,
Lake  City,  Manning,  Moncks  Corner, St. George, and Sumter, South Carolina.
Competition  between consumer finance companies is not generally as intense as
that  among  banks, however, this segment of the market has become over-served
in  areas of South Carolina.  Consumer finance companies in the state of South
Carolina are allowed only one outstanding loan per customer and the amounts of
such  loans  are  restricted  by  state  law  according to the type of license
granted by the South Carolina State Board of Financial Institutions.  Numerous
other  finance companies which offer similar types of loans are located in the
areas  served  by  Freedom.

     Although  the  Finance  Company competes directly with national, regional
and  local consumer finance companies, the Company views locally owned finance
companies as its principal competition.  The principal areas of competition in
the  consumer  finance  industry  are  convenience  of  services to customers,
effectiveness of advertising, effectiveness of administration of loans and the
cost  of borrowed money.  Many of the finance companies competing with Freedom
may  have  substantially  greater  resources  and  lending  abilities than the
Finance Company and may have more branches within the specific market areas in
which  they  and  the  Finance Company compete.  The Company believes that the
Finance  Company  is  able  to  compete  effectively  in  its current markets.

EMPLOYEES

     As  of  December  31, 1996, the Company employed a total of two executive
officers.    Additionally,  the Bank employed 34 full-time employees, of which
three  are  executive officers, and the Finance Company employed one executive
officer  and  33  other  employees.   The employee benefits programs which the
Company  provides  include  group  health,  life,  short-term  and  long-term
disability  insurance, paid vacation, sick leave, educational opportunities, a
401K  plan,  stock  option  plan  and restricted stock plan for all employees.
Management  considers  its  relations  with  its  employees  to  be  good.

SUPERVISION  AND  REGULATION

     GENERAL:    The  Company  and  its subsidiaries are extensively regulated
under  federal  and  state  law.    These  laws  and regulations are primarily
intended  to  protect consumer borrowers and depositors, not shareholders.  To
the  extent  that  the following information describes statutory or regulatory
provisions,  it  is  qualified  in its entirety by reference to the particular
statutes  and  regulations.    Any  change  in  the applicable laws may have a
material  effect  on the business and prospects of the Company.  The operation
of  the  Company  may be affected by legislative and regulatory changes and by
the  monetary policies of various regulatory authorities.  The Federal Reserve
examines  the  Company  and  may  examine  the  Bank  and  Finance  Company.

     THE COMPANY:  The Company is a bank holding company within the meaning of
the Bank Holding Company Act of 1956, as amended (the "BHCA"), and as such, is
under  the  supervisory  and regulatory authority of the Board of Governors of
the Federal Reserve System (the "Federal Reserve").  As a bank holding company
registered  under the laws of the South Carolina Bank Holding Company Act, the
Company  is  also  subject  to  regulation  by  the  State  Board of Financial
Institutions.   Thus, the Company is required to file annual reports and other
information  with  the  Federal  Reserve and the South Carolina State Board of
Financial  Institutions  regarding  its  financial  condition,  results  of
operations, management and intercompany relationships and transactions between
the  Company  and  its  subsidiaries.

     Under  the  BHCA,  the Company's activities and those of its subsidiaries
are  limited to banking, managing or controlling banks, furnishing services to
or  performing services for its subsidiaries or engaging in any other activity
that  the  Federal  Reserve  determines to be so closely related to banking or
managing  or  controlling banks as to be a proper incident thereto.  In making
such  determinations,  the Federal Reserve is required to consider whether the
performance  of  such activities by a bank holding company or its subsidiaries
can  reasonably be expected to produce benefits to the public, such as greater
convenience  and  increased  competition or gains in efficiency, that outweigh
possible  adverse effects, such as undue concentration of resources, decreased
or  unfair  competition,  conflicts  of interest or unsound banking practices.
The  BHCA requires prior Federal Reserve approval for, among other things, the
acquisition  by  a  bank  holding  company  of direct or indirect ownership or
control  of  more  than  5%  of  the voting shares or substantially all of the
assets of any bank, or for a merger or consolidation of a bank holding company
with  another  bank  holding  company.

     Under  the  policy  of  the  Federal Reserve with respect to bank holding
company operations, a bank holding company is required to serve as a source of
financial  strength  to  its  subsidiary depository institutions and to commit
resources  to support such institutions in circumstances where it might not do
so  absent such policy.  The Federal Deposit Insurance Corporation Improvement
Act  of  1991  ("FDICIA"), requires that a bank holding company guarantee that
any  "undercapitalized"  (as  defined  in  the  statute)  insured  depository
institution  subsidiary  will comply with the terms of any capital restoration
plan  filed  by such subsidiary with its appropriate federal banking agency up
to  the  lesser of (i) an amount equal to 5% of the institution's total assets
at  the  time the institution became undercapitalized, or (ii) the amount that
is  necessary (or would be necessary) to bring the institution into compliance
with  all applicable capital standards as of the time the institution fails to
comply  with  such  capital  restoration  plan.

     Under  Section 5(e) of the BHCA, the Federal Reserve has the authority to
terminate  any  activity  of a bank holding company that constitutes a serious
risk  to  the  financial  soundness  or stability of any subsidiary depository
institution  or  to terminate its control of such subsidiary.  Further, FDICIA
grants  federal bank regulatory authorities additional discretion to require a
bank holding company to devest itself of any bank or nonbank subsidiary if the
agency  determines  that  divesture  may  aid  the  depository  institution's
financial  condition.

     In  August  1989,  the  Financial  Institutions  Reform,  Recovery  and
Enforcement  Act  of  1989  ("FIRREA")  was  enacted.    FIRREA contains major
regulatory  reforms,  stronger  capital  requirements  for  savings  and  loan
associations,  restrictions  on  loans to one borrower, and stronger civil and
criminal enforcement provisions.  FIRREA allows the acquisition of healthy and
failed  savings  and loans by bank holding companies and imposes no interstate
barriers  on  such  bank  holding  company  acquisitions.    With  certain
qualifications,  FIRREA  also  allows bank holding companies to merge acquired
savings  and  loans  into their existing commercial bank subsidiaries.  FIRREA
also  provides  that  a  depository institution insured by the Federal Deposit
Insurance  Corporation  (the  "FDIC") can be held liable for any loss incurred
by, or reasonably expected to be incurred by, the FDIC after August 9, 1989 in
connection  with  (I)  the  default  of  a  commonly  controlled  FDIC-insured
depository  institution  or  (ii)  any  assistance  provided  by the FDIC to a
commonly  controlled FDIC-insured depository institution in danger of default.

     In  July  1994,  South  Carolina  enacted  legislation  which effectively
provides  that,  after  June  30,  1996,  out-of-state  bank holding companies
(including bank holding companies in the Southern Region, as defined under the
statute)  may  acquire other banks or bank holding companies having offices in
South  Carolina  upon  the  approval  of  the  State Board and compliance with
certain  other  conditions.  Major conditions included in the statute are that
the  effect of the transaction not lessen competition and that the laws of the
state  in  which  the out-of-state bank holding company filing the application
has  its principal place business permit South Carolina bank holding companies
to  acquire  banks  and  bank  holding  companies  in  that  state.

     Congress  enacted  the  Riegle-Neal  Interstate  Banking  and  Branching
Efficiency  Act  of  1994  ("the  Riegle-Neal  Act"),  which will increase the
ability  of  bank  holding  companies and banks to operate across state lines.
Under  the  Riegle-Neal  Act,  the  existing  restrictions  on  interstate
acquisitions  of  banks  by  bank  holding companies will be repealed one year
following  enactment, such that the Company and any other bank holding company
located in South Carolina would be able to acquire a bank located in any other
state  and a bank holding company located outside South Carolina could acquire
any  South  Carolina-based  bank,  in  either  case subject to certain deposit
percentage and other restrictions.  The legislation also provides that, unless
an  individual  state elects beforehand either (I) to accelerate the effective
date or (ii) to prohibit out-of-state banks from operating interstate branches
within  its  territory,  on  or after June 1, 1997, adequately capitalized and
managed  bank  holding  companies will be able to consolidate their multistate
bank operations into a single bank subsidiary and to branch interstate through
acquisitions.    De  novo branching by an out-of-state bank would be permitted
only  if  it  is  expressly  permitted  by  the  laws  of the host state.  The
authority  of  a  bank  to  establish and operate branches within a state will
continue  to  be  subject  to  applicable  state  branching laws.  The Company
believes  that  this  legislation may result in increased takeover activity of
South  Carolina financial institutions by out-of-state financial institutions.
However,  the Company does not presently anticipate that such legislation will
have  a  material  impact  on  its  operations.

     The  Company  is  an  "affiliate"  of  the Bank within the meaning of the
Federal  Reserve  Act,  which imposes restrictions on loans by the Bank to the
Company, on investments by the Bank in the stock or securities of the Company,
and on the use of such stock or securities as collateral for loans by the Bank
to  any  borrower.  The Company and the Bank are subject to Section 23A of the
Federal  Reserve  Act.    Section  23A  defines  "covered transactions", which
includes  extensions  of credit, and limits a bank's covered transactions with
any  affiliate  to  10%  of  such  bank's  capital  and  surplus.  All covered
transactions  with  all  affiliates  cannot  in  the aggregate exceed 20% of a
bank's  capital  and  surplus.   All covered and exempt transactions between a
bank  and  its affiliates must be on terms and conditions consistent with safe
and  sound  banking practices, and banks and their subsidiaries are prohibited
from  purchasing  low-quality  assets  from  the  bank's affiliates.  Finally,
Section 23A requires that all of a bank's extensions of credit to an affiliate
be  appropriately  secured by acceptable and adequate collateral.  The Company
and the Bank are also subject to Section 23B of the Federal Reserve Act, which
generally  limits covered and other transactions among affiliates to terms and
circumstances,  including credit standards, that are substantially the same or
at  least  as  favorable  to a bank holding company, a bank or a subsidiary of
either as prevailing at the time for transactions with unaffiliated companies.

     THE  BANK:    The  Company's  subsidiary bank, Summit National Bank, is a
nationally chartered financial institution, and as such, is subject to various
statutory  requirements,  supervision  and  regulation,  of which regular bank
examinations  are  a part, promulgated and enforced primarily by the Office of
the  Comptroller  of  the Currency (the "Comptroller").  These statutes, rules
and  regulations relate to insurance of deposits, required reserves, allowable
investments,  loans,  mergers, consolidations, issuance of securities, payment
of  dividends, establishment of branches, and other aspects of the business of
Summit  National  Bank.

     The Comptroller is responsible for overseeing the affairs of all national
banks  and  periodically examines national banks to determine their compliance
with  law  and  regulations.  The Comptroller monitors all areas of the Bank's
operations,  including  loans,  mortgages,  issuance  of  securities,  capital
adequacy,  risk  management,  payment  of  dividends,  and  establishment  of
branches.    In  addition,  the  Comptroller  has authority to issue cease and
desist  orders  against  national banks which are engaged in unsafe or unsound
practice in the conduct of their business.  Federal banking laws applicable to
all  depository financial institutions, among other things, (I) afford federal
bank  regulatory  agencies  with  powers to prevent unsafe and unsound banking
practices;  (ii)  restrict preferential loans by banks to "insiders" of banks;
(iii)  require  banks  to  keep information on loans to major shareholders and
executive  officers,  and  (iv)  bar  certain  director and officer interlocks
between  financial  institutions.

     The Comptroller also administers a number of federal statutes which apply
to  national  banks  such  as the Depository Institution Management Interlocks
Act,  the  International  Lending  Supervision  Act  of 1983 and the Community
Reinvestment Act of 1977 ("CRA").  CRA requires that, in connection with their
examinations  of  financial  institutions,  the Comptroller shall evaluate the
record  of  the  Bank  in  meeting  the  credit  needs of the local community,
including  low and moderate income neighborhoods, consistent with the safe and
sound  operation of the Bank.  These factors are also considered in evaluating
mergers,  acquisitions,  and  applications  to  open  a  branch facility.  The
federal  banking  agencies,  including the Comptroller, have recently issued a
new  joint  rule  that  changes  the method of evaluating an institution's CRA
performance.    The  new  rule  evaluates  institutions  based on their actual
performance  (rather than efforts) in meeting community credit needs.  Subject
to  certain exceptions, the Comptroller assesses the CRA performance of a bank
by applying lending, investment, and service tests.  The Comptroller assigns a
rating to a bank based on the bank's performance under the tests.  To evaluate
compliance  with the lending, investment and service tests, subject to certain
exceptions,  banks  will  be required to collect and report to the Comptroller
extensive  demographic  and  loan  data.    Summit  National  Bank  received a
satisfactory  rating  in  its  most  recent  CRA  examination.

     The  Bank  is  also  a  member  of  the FDIC, which currently insures the
deposits of each member bank to a maximum of $100,000 per depositor.  For this
protection,  each bank pays a semiannual statutory assessment in two quarterly
installments  and  is  subject  to  the  rules  and  regulations  of the FDIC.
Further,  the  FDIC is authorized to impose one or more special assessments in
any  amount  deemed  necessary  to enable repayment of amounts borrowed by the
FDIC  from  the  United Stated Department of the Treasury.  The FDIC has broad
authority  to prohibit Summit National Bank from engaging in unsafe or unsound
banking practices and may remove or suspend officers or directors of a bank to
protect  its soundness.  The FDIC requires insured banks to maintain specified
levels  of  capital,  maintain  certain security devices and procedures and to
file  quarterly  reports  and  other  information  regarding  its  operations.

     Effective  January  1, 1996, the FDIC implemented a risk-based assessment
schedule,  having  assessments ranging from 0.00% to 0.27% of an institution's
average  assessment  base.    The  actual  assessment  to  be  paid  by  each
FDIC-insured  institution  is  based  on  the  institution's  assessment  risk
classification,  which  is  determined  based  on  whether  the institution is
considered  "well  capitalized",  "adequately  capitalized",  or
"undercapitalized",  as  terms  have  been  defined  in  applicable  federal
regulations  adopted  to  implement the prompt corrective action provisions of
the  Federal  Deposit  Insurance  Corporation  Improvement Act ("FDICIA"), and
whether  such  institution  is  considered  by  its  supervisory  agency to be
financially  sound  or  to  have supervisory concerns.  In addition, effective
January  1,  1997,  the  Deposit Insurance Funds Act of 1996 (the "Funds Act")
implemented  a  separate  Financing Corporation ("FICO") assessment to service
the  interest  on  its  bond obligation from the Savings Association Insurance
Fund  ("SAIF") assessment resulting from the Fund Act.  The amount assessed on
individual institutions by the FICO will be in addition to the amount paid for
deposit  insurance  according to the FDIC's risk-related assessment schedules.
FICO  assessment rates for the first semiannual period of 1997 are set at 1.30
basis  points  annually  for  Bank Insurance Fund ("BIF") assessable deposits.
These  rates  may be adjusted quarterly to reflect changes in assessment bases
for  the  BIF  and SAIF.  Based on the Bank's current financial condition, the
current  FDIC  assessment  rate for the Bank is at the lowest available level.

     FDICIA  became  effective  December  19, 1991. FDICIA contains broad, new
powers  for  federal  banking  regulators  to take certain enforcement actions
against  problem institutions as well as imposing significant new restrictions
on  undercapitalized  financial  institutions,  including  establishing  a
capital-based  supervisory system for prompt corrective action ("PCA").  Under
the  PCA provisions, regulatory agencies can require submission and funding of
a capital restoration plan by an undercapitalized institution, place limits on
its  activities, require the raising of additional capital, and can ultimately
require  the  appointment  of  a conservator or receivor of the institution if
deemed  necessary  and  prudent  by  the  regulatory  agency.

     FDICIA  also  makes some changes to the deposit insurance coverage rules;
limits the use of brokered deposits by certain banks; establishes a risk-based
deposit insurance premium system; provides pass-through protection for certain
types  of  pension plans; and mandates the promulgation of uniform regulations
that  establish  standards  for  real estate lending.  The enacted legislation
includes  the  Truth  in  Savings  Act;  imposes  new  accounting,  audit  and
examination  requirements  for  banks  with  assets greater than $150 million;
revises  existing  and imposes new provisions with regard to transactions with
insiders;  and  authorizes  certain bank and thrift cross-industry mergers and
acquisitions.

     In  conjunction  with  the FDICIA, in September 1992, the Federal Reserve
Board  approved  a  final  rule  which  establishes  the  capital  levels that
determine  a  bank's  PCA  capital  category.    Under the final capital level
definitions,  the  Bank  is  currently in the "well-capitalized" category.  In
December  1992,  a  final  rule  was  issued  requiring  insured  depository
institutions  to  develop  and  implement  internal procedures to evaluate and
control  both  credit  and  settlement exposure to financial institutions with
which  they  do  business.

     During 1994, the Comptroller issued new regulations including (1) a final
rule  increasing  the  threshold  level  for  the requirement of appraisals on
commercial  real  estate  loans to properties securing loans totaling at least
$250,000  and  other  amendments  to  appraisal requirements effective June 7,
1994;  (2) new examination procedures for "noncomplex" banks effective October
1, 1994; and (3) guidelines for financial derivatives, specifically addressing
the  various  risks  associated  with  such.

     In  June 1995, the FDIC approved a final rule to implement the portion of
Section  305  of  FDICIA  that  requires  regulators  to revise the risk-based
capital  standards  to ensure that they take adequate account of interest rate
risk.  An exemption from the reporting requirement is offered to banks meeting
certain  size  and  risk  profile  criteria.

     Interest  and  certain  other  charges collected or contracted for by the
Banks  are  subject  to  state  usury laws and certain federal laws concerning
interest  rates.    The  Bank's operations are also subject to certain federal
laws  applicable  to credit transactions, such as the federal Truth-In-Lending
Act governing disclosures of credit terms to consumer borrowers; CRA requiring
financial  institutions  to  meet  their  obligations to provide for the total
credit  needs  of  the  community;  the  Home  Mortgage Disclosure Act of 1975
requiring  financial  institutions to provide information to enable the public
to determine whether it is fulfilling its obligation to meet the housing needs
of  the  community  it  serves;  the  Equal Credit Opportunity Act prohibiting
discrimination  on  the  basis  of race, creed, or other prohibited factors in
extending  credit; the Fair Credit Reporting Act of 1978 governing the use and
provisions  of  information  to  credit  reporting  agencies;  the  Fair  Debt
Collection  Act governing the manner in which consumer debts may be collected;
and the rules and regulations of the various federal agencies charged with the
responsibility  of  implementing  such  federal  laws.

     The  deposit  operations  of  the  Bank  are also subject to the Right to
Financial  Privacy  Act  which  imposes  a duty to maintain confidentiality of
consumer  financial  records  and  prescribes  procedures  for  complying with
administrative  subpoenas  of  financial  records,  and  the  Electronic Funds
Transfer  Act and Regulation E issued by the Federal Reserve to implement that
act  which governs automatic deposits to and withdrawals from deposit accounts
and customers' rights and liabilities arising from the use of automated teller
machines  and  other  electronic  banking  services.

     THE  FINANCE  COMPANY:  The Company's subsidiary finance company, Freedom
Finance,  Inc., is a consumer finance company licensed by and regulated by the
State  Board  of  Financial Institutions for South Carolina.  Accordingly, the
Finance  Company  is  subject  to  annual  examinations by the State Board and
various  regulatory  requirements,  including annual reporting, annual license
renewal, limitations of one loan per customer and other regulations pertaining
to the extension of credit.  Specifically, state laws and regulations apply to
maximum  loan  amounts,  terms,  interest  rates and credit insurance charges.
These  laws  and regulations are subject to both repeal and revision from time
to  time,  often  in  response to pressures exerted by consumer rights groups.

     Effective  January  1,  1996,  South Carolina Senate Bill 602 imposed new
regulations  related  to  additional  reporting  requirements,  limits on loan
renewals,  elimination  of  nonrefundable  charges  on  loans  exceeding $150,
adjustment of credit life insurance rates, and certain adjustments in interest
rates  on  loans in excess of $150.  Senate Bill 602 also includes a provision
for  mandatory  reviews  of the effect of the new regulations in both 1997 and
1998.

CAPITAL  REQUIREMENTS

     Pursuant  to  the general supervisory authority conferred by the BHCA and
the directives set forth in the International Lending Supervision Act of 1983,
the  Federal  Reserve and Comptroller have adopted risk-based capital adequacy
guidelines for banks and bank holding companies subject to their regulation as
a means for determining the adequacy of capital based on the risks inherent in
carrying  various  classes  of assets and off-balance sheet items.  Failure to
meet  minimum capital requirements can initiate certain mandatory and possibly
additional discretionary actions by regulators that, if undertaken, could have
a  material  effect  on  the  financial  statements.    Under capital adequacy
guidelines  and  the  regulatory  framework  for prompt corrective action, the
Company  and  the  Bank  must  meet  specific  capital guidelines that involve
quantitative  measures of the Company's and the Bank's assets, liabilities and
certain  off-balance  sheet  items  as  calculated under regulatory accounting
practices.    The  Company's and the Bank's capital amounts and classification
are  also subject to qualitative judgments by the regulators about components,
risk  weightings,  and  other  factors.

     Quantitative  measures  established  by  regulation  to  ensure  capital
adequacy  require  the  Company  and  the Bank to maintain minimum amounts and
ratios  (set forth in the table below) of total and Tier I capital (as defined
in  the  regulation) to risk-weighted assets (as defined) and to total assets.
Management  believes,  as  of December 31, 1996, that the Company and the Bank
meet all capital adequacy requirements to which they are subject.  At December
31,  1996  and  1995,  the  Company and the Bank are both categorized as "well
capitalized"  under the regulatory framework for prompt corrective action.  To
be  categorized  as "well capitalized", the Company and the Bank must maintain
minimum  total risk-based, Tier I risk-based and Tier I leverage ratios as set
forth  in  the  table  below.   There are no current conditions or events that
management  believes  would  change  the  Company's  or  the  Bank's category.

     The  Company's  and  the  Bank's  actual  capital  amounts  and ratios at
December  31,  1996  as  well  as  the  minimum  calculated  amounts  for each
regulatory defined category are included in this report under Part II, Item 8.
"Financial  Statements  and  Supplemental  Data"  as  Note  17 to the Notes to
Consolidated  Financial  Statements.

MONETARY  POLICY

     The  earnings  of  the  Company  and it's bank subsidiary may be affected
significantly  by  the  monetary  policies  of the Federal Reserve Board which
regulates  the money supply in order to mitigate recessionary and inflationary
pressures.    Among the techniques used to implement these objectives are open
market operations in United States Government securities, changes in the rates
paid  by banks on bank borrowings, changes in the reserve requirements against
bank  deposits  and  limitations on interest rates which banks may pay on time
and  savings  deposits.   These techniques are used in varying combinations to
influence  overall  growth  and  distribution  of  bank loans, investments and
deposits,  and  their  use  may also affect interest rates charged on loans or
paid  on  deposits.

DIVIDENDS

     The  holders  of  the Company's common stock are entitled to receive cash
dividends  when  and  if  declared  by the Board of Directors out of the funds
legally  available  therefore.    The  Company  is a legal entity separate and
distinct  from  its  subsidiaries  and  depends  in  large part for its income
available  to distribute to shareholders on the payment of cash dividends from
its  subsidiaries.    While  the  Company  is  not  presently  subject  to any
regulatory  restrictions  on dividends, the Bank is subject to such regulatory
cash  dividend  restrictions.

     Specifically,  approval  of  the  Comptroller  of  the  Currency  will be
required  for  any  cash dividend to be paid to the Company by the Bank if the
total of all cash dividends, including any proposed cash dividend, declared by
the  Bank  in  any calendar year exceeds the total of its net profits for that
year  combined with its retained net profits for the preceding two years, less
any  required  transfers  to  surplus.    Additionally,  the National Bank Act
provides that a national bank cannot pay cash dividends or other distributions
to  shareholders  out  of  any  portion of its common stock or preferred stock
accounts  and that a bank shall pay no cash dividend in an amount greater than
its net profits then on hand, after deduction of its losses and bad debts.  As
of  December  31,  1996,  no  cash dividends have been declared or paid by the
Bank.   At December 31, 1996, the Bank had available retained earnings of $1.7
million.

     The  Company  has  issued  stock  distributions  to its shareholders.  On
January  3, 1997, the Board of Directors approved the Company's fifth 5% stock
distribution which was issued on February 3, 1997 to shareholders of record as
of  January  20,  1997.   This distribution resulted in the issuance of 63,430
shares  of  the  Company's  $1.00  par  value  common  stock.

SELECTED  STATISTICAL  FINANCIAL  INFORMATION

     The  Company,  through the operations of the Bank, offers a wide range of
financial related services to individual and corporate customers.  The Bank is
subject  to  competition  from other financial institutions.  The Bank is also
subject  to the regulations of certain federal agencies and undergoes periodic
examinations  by  those  regulatory  authorities.   The Company has no foreign
operations.

     The  consolidated  financial  statements  of  the Company are prepared in
conformity  with  generally  accepted accounting principles.  In preparing the
consolidated  financial  statements,  management is required to make estimates
and  assumptions that affect the reported amounts of assets and liabilities as
of the date of the balance sheet and revenues and expenses for the period. The
consolidated  selected  statistical  financial  data provided on the following
pages  presents  a  more detailed review of the Company's business activities.

NET  INTEREST  INCOME  ANALYSIS

     Net interest income, the difference between the interest earned on assets
and  the  interest  paid  for liabilities used to support those assets, is the
principal  source  of the Company's operating income.  Net interest income was
$5.6  million,  $4.0  million,  and  $2.9  million  for  1996, 1995, and 1994,
respectively.    The  Company's  average  interest rate spread, the difference
between  the  average  interest rate earned on interest-earning assets and the
average interest paid on interest-bearing liabilities, has increased in recent
years  because  of  the Company's balance sheet structure and the increases in
rates  on  interest-earning  assets.

     The Company believes it has emphasized proper management of interest rate
spreads  to  offset  the  higher cost of deposits recently realized due to the
Bank's  loan  demand  and  competition  in  the Bank's primary marketplace for
deposits.    The  Company  manages  interest  rate  spreads  by monitoring the
maturity  of  assets  and  related liabilities, interest rates, risk exposure,
liquidity,  funding  sources,  and  capital  resources.  The objective of such
monitoring is to maximize net interest income over an extended period of time,
while  maintaining  associated  risk  within  prescribed  policy  limits.  The
average  interest  rate  spread was 4.28% in 1996, 4.17% in 1995, and 3.11% in
1994.   The net interest margin was 4.81% in 1996, 4.41% in 1995, and 3.93% in
1994.

     The  following table presents the average balances, the average yield and
the  interest  income  earned on interest-earning assets, and the average rate
and  the  interest  paid  or  accrued  on  interest-bearing liabilities of the
Company  for  the  last three years.  Also presented is the average yields and
rates for interest-earning assets and interest-bearing liabilities at December
31,  1996.    Tabular presentation of all average statistical data is based on
daily  averages.

<TABLE>
<CAPTION>

                                       AVERAGE BALANCES AND NET INTEREST INCOME ANALYSIS
                                                     (DOLLARS IN THOUSANDS)


                                                            Average                1996                         1995       
                                                                                 --------                     --------     
                                                          Yield/Rate   Average   Income/   Yield/   Average   Income/   Yield/
                                                           12/31/96    Balance   Expense    Rate    Balance   Expense    Rate
                                                          -----------  --------  --------  -------  --------  --------  -------
ASSETS
<S>                                                       <C>          <C>       <C>       <C>      <C>       <C>       <C>

Earning Assets:
Loans (net of unearned income)  (1)                            10.33%  $ 88,481  $  8,924   10.04%  $ 66,451  $  6,410    9.64%
Investment securities (taxable)                                 6.02%    20,641     1,241    6.01%    17,212       953    5.54%
Investment securities                                           6.73%       589        29    7.08%         -         -       - 
 (non-taxable) (2)
Investment in stock (3)                                         5.57%       600        39    6.47%       510        32    6.33%
Federal funds sold                                              5.31%     3,834       207    5.41%     3,787       219    5.77%
Interest-bearing deposits with banks                            5.69%     1,892       107    5.64%     2,158       122    5.64%
                                                          -----------  --------  --------  -------  --------  --------  -------
TOTAL EARNING ASSETS                                            9.46%   116,037  $ 10,547    9.05%    90,118  $  7,736    8.58%
                                                          ===========            ========  =======            ========  =======
Non-earning assets                                                        5,960                        5,168                   
                                                                       --------                     --------                   
TOTAL AVERAGE ASSETS                                                   $121,997                     $ 95,286                   
                                                                       ========                     ========                   
LIABILITIES & SHAREHOLDERS' EQUITY
Liabilities:
Interest-bearing deposits:
  Interest checking                                             2.07%  $  5,383  $    118    2.19%  $  4,148  $    103    2.48%
  Savings                                                       2.82%     1,635        47    2.86%     1,535        48    3.12%
  Money market accounts                                         4.10%    23,843       987    4.14%    18,338       751    4.09%
  Time deposits > $100M                                         5.63%    22,566     1,279    5.67%    16,795       987    5.88%
  Other time deposits                                           5.75%    40,673     2,322    5.71%    29,939     1,686    5.63%
                                                          -----------  --------  --------  -------  --------  --------  -------
TOTAL INTEREST-BEARING DEPOSITS                                 5.09%    94,099     4,753    5.05%    70,754     3,575    5.05%
Securities sold under repurchase agreements and federal         5.26%     1,398        73    5.20%       916        53    5.79%
funds  purchased
Other borrowings                                                6.28%     2,041       138    6.78%     2,000       132    6.59%
                                                          -----------  --------  --------  -------  --------  --------  -------
TOTAL INTEREST-BEARING LIABILITIES                              5.11%    97,538  $  4,964    5.09%    73,670  $  3,760    5.10%
                                                          ===========            ========  =======            ========  =======
Non-interest bearing liabilities:
  Non-interest bearing deposits                                          12,263                        9,916                   
  Other non-interest bearing liabilities                                  1,148                        1,414                   
                                                                       --------                     --------                   
TOTAL LIABILITIES                                                       110,950                       85,000                   
Shareholders' equity                                                     11,047                       10,286                   
                                                                       --------                     --------                   
TOTAL AVERAGE LIABILITIES AND SHAREHOLDERS'EQUITY

                                                                       $121,997                     $ 95,286                   
                                                                       ========                     ========                   
Net interest margin (4)                                                          $  5,583    4.79%            $  3,976    4.41%
                                                                                 ========  =======            ========  =======
Interest rate spread (5)                                                                     4.28%                        4.17%
                                                                                           =======                      =======



                                                                      1994
                                                                    --------     
                                                          Average   Income/   Yield/
                                                          Balance   Expense    Rate
                                                          --------  --------  -------
ASSETS
<S>                                                       <C>       <C>       <C>

Earning Assets:
Loans (net of unearned income)  (1)                       $ 54,233  $  4,318    7.96%
Investment securities (taxable)                             15,574       740    4.75%
Investment securities                                            -         -       - 
 (non-taxable) (2)
Investment in stock (3)                                        484        28    5.87%
Federal funds sold                                           3,458       129    3.73%
Interest-bearing deposits with banks                         1,029        51    4.96%
                                                          --------  --------  -------
TOTAL EARNING ASSETS                                        74,778  $  5,266    7.04%
                                                                    ========  =======
Non-earning assets                                           3,754
                                                          --------                   
TOTAL AVERAGE ASSETS                                      $ 78,532
                                                          ========                   
LIABILITIES & SHAREHOLDERS' EQUITY
Liabilities:
Interest-bearing deposits:
  Interest checking                                       $  3,712  $     88    2.36%
  Savings                                                    1,536        45    2.93%
  Money market accounts                                     13,056       408    3.13%
  Time deposits > $100M                                     12,849       538    4.18%
  Other time deposits                                       26,433     1,138    4.31%
                                                          --------  --------  -------
TOTAL INTEREST-BEARING DEPOSITS                             57,587     2,217    3.85%
Securities sold under repurchase agreements and federal      1,187        45    3.78%
funds  purchased
Other borrowings                                               941        62    6.62%
                                                          --------  --------  -------
TOTAL INTEREST-BEARING LIABILITIES                          59,715  $  2,324    3.89%
                                                                    ========  =======
Non-interest bearing liabilities:
  Non-interest bearing deposits                              8,675
  Other non-interest bearing liabilities                       527
                                                          --------                   
TOTAL LIABILITIES                                           68,917
Shareholders' equity                                         9,615
                                                          --------                   
TOTAL AVERAGE LIABILITIES AND SHAREHOLDERS'EQUITY

                                                          $ 78,532
                                                          ========                   
Net interest margin (4)                                             $  2,942    3.93%
                                                                    ========  =======
Interest rate spread (5)                                                        3.11%
                                                                              =======

<FN>

(1)    -    Includes  loans  on  nonaccrual  status.
(2)    -    Yields  on nontaxable investment securities have been adjusted to a tax equivalent basis assuming a 34% Federal tax
rate.
(3)    -    Includes  investments  in  stock  of  Federal  Reserve  Bank,  Federal  Home  Loan  Bank,  and  other  equities.
(4)    -    Net  interest  margin  is  computed  by  dividing  net  interest  income  by total average interest-earning assets.
(5)    -    Interest rate spread is the difference between the average yield on interest-earning assets and the average rate on
interest-bearing  liabilities.

</TABLE>



ANALYSIS  OF  CHANGES  IN  INTEREST  DIFFERENTIAL

     Net  interest  income is affected by changes in the average interest rate
earned  on  interest-earning  assets  and  the  average  interest rate paid on
interest-bearing liabilities.  In addition, net interest income is affected by
changes  in  the  volume  of  interest-earning  assets  and  interest-bearing
liabilities.   The following table sets forth the dollar amount of increase in
interest  income  and interest expense resulting from changes in the volume of
interest-earning  assets  and interest-bearing liabilities and from changes in
yields  and  rates.    For  the  purposes of this table, changes which are not
solely  attributable  to  volume  or  rate  have  been  attributed  to  rate.

<TABLE>
<CAPTION>

                                VOLUME AND RATE VARIANCE ANALYSIS
                                     (DOLLARS IN THOUSANDS)


                                          1995 -                       1994 -
                                           1996                         1995
                                         ---------                    ---------             
                                          CHANGE                       CHANGE
                                          RELATED                      RELATED
                                            TO                           TO
                                                             TOTAL                        TOTAL
                                                             CHANGE                      CHANGE
                                                             IN NIM                      IN NIM
                                          Volume     Rate              Volume     Rate
                                         ---------  ------            ---------  ------     
<S>                                      <C>        <C>     <C>       <C>        <C>     <C>

EARNING ASSETS:
Loans (net of unearned income)           $  2,075   $ 439   $ 2,514   $    973   $1,119  $ 2,092
Investment securities (taxable)               190      98       288         78      135      213
Investment securities (non-taxable)            29       -        29          -        -        -
Investment in stock                             6       1         7          2        2        4
Federal funds sold                              3     (15)      (12)        12       78       90
Interest-bearing deposits with banks          (15)      -       (15)        56       15       71
                                         ---------  ------  --------  ---------  ------  -------
Total interest income                       2,288     523     2,811      1,121    1,349    2,470
                                         ---------  ------  --------  ---------  ------  -------
INTEREST-BEARING LIABILITIES:
Interest-bearing deposits:
Interest checking                              31     (16)       15         10        5       15
Savings                                         3      (4)       (1)         -        3        3
Money market accounts                         225      11       236        165      178      343
Time deposits > $100M                         339     (47)      292        165      284      449
Other time deposits                           604      32       636        151      397      548
                                         ---------  ------  --------  ---------  ------  -------
Total interest-bearing deposits             1,202     (24)    1,178        491      867    1,358
Securities sold under repurchase               28      (8)       20        (10)      18        8
agreements and federal funds purchased
Other borrowed funds                            3       3         6         70        -       70
                                         ---------  ------  --------  ---------  ------  -------
Total interest expense                      1,233     (29)    1,204        551      885    1,436
                                         ---------  ------  --------  ---------  ------  -------
Net interest differential                $  1,055   $ 552   $ 1,607   $    570   $  464  $ 1,034
                                         =========  ======  ========  =========  ======  =======
</TABLE>



INTEREST  RATE  SENSITIVITY  ANALYSIS

     An important aspect of achieving satisfactory levels of net income is the
management  of  the  composition  and  maturities of rate sensitive assets and
liabilities  in order to optimize net interest income as interest rates earned
on  assets  and paid on liabilities fluctuate from time to time.  The interest
sensitivity gap (the "gap") is the difference between total interest sensitive
assets and liabilities in a given time period.  The gap provides an indication
of  the  extent  to which the Company's net interest income may be affected by
interest  rate  movements.

     The  objective  of  interest  sensitivity  management  is  to  maintain
reasonably  stable  growth  in  net  interest income despite changes in market
interest  rates by maintaining the proper mix of interest sensitive assets and
liabilities.    Management  seeks  to  maintain  a general equilibrium between
interest  sensitive  assets  and liabilities in order to insulate net interest
income  from  significant  adverse  changes  in  market  rates.

     The  Company's  interest  rate sensitivity gap at December 31, 1996 shows
the  Company  to  be  asset-sensitive  in  total  as  the  Company  has  more
interest-earning  assets  than  interest-bearing  liabilities.    However, the
Company  is  liability-sensitive  in  the  four  to 12 month period due to the
repricing  of more liabilities than assets in this time frame, specifically as
related to the maturity of time deposits.  An asset-sensitive position implies
that  loans  and  other  interest-earning assets will generally reprice faster
than  will interest-bearing liabilities.  This structure  results in increases
in  net  interest  income  during periods of rising rates and decreases in net
interest income when market rates decline.  Interest rates dropped starting in
July  1995  and  into 1996, and the Bank's net interest margin (the difference
between  the  interest  earned  on  assets  and  the  interest  paid  for  the
liabilities, divided by average earning assets) did decline as the loans which
are  tied to the prime lending rate dropped immediately, while the majority of
liabilities  did  not  reprice  until  their  fixed  maturity dates.  If rates
continue  to  decline,  the  Company  may realize a negative impact on its net
interest  income.  The decline in the Bank's net interest margin was offset by
the  contribution of the higher level of Finance Company loans outstanding and
increases  in  the  Finance  Company's  net  interest  margin.

     The  following  table presents a measure, in a number of time frames, the
interest  sensitivity  gap  by subtracting interest-sensitive liabilities from
interest-sensitive  assets.

<TABLE>
<CAPTION>

                              INTEREST SENSITIVITY ANALYSIS
                                 (DOLLARS IN THOUSANDS)


                                             As of December 31, 1996
                                       Assets and Liabilities Repricing Within
               ---------------------------------------------------------------

                                       3 Months    4 to 12    1 to 5   Over 5
                                        or Less     Months     Years    Years    Total
                                       ---------  ----------  -------  -------  --------
<S>                                    <C>        <C>         <C>      <C>      <C>

INTEREST-EARNING ASSETS:
Loans (net of unearned income)         $  60,427  $   6,324   $33,189  $ 2,752  $102,692
Investments  (1)                           1,625      4,359    10,598    2,563    19,145
Federal funds sold                         3,000          -         -        -     3,000
Interest-bearing deposits with banks       1,661        265         -        -     1,926
                                       ---------  ----------  -------  -------  --------
   Total                                  66,713     10,948    43,787    5,315   126,763
                                       ---------  ----------  -------  -------  --------
INTEREST-BEARING LIABILITIES:
Demand deposits  (2)                      29,593          -         -        -    29,593
Time deposits > $100M                     11,241     12,237     1,915        -    25,393
Other time deposits                       14,411     20,652    10,271        -    45,334
Repurchase agreements, federal funds       1,311      1,000     1,000        -     3,311
 purchased and other borrowings
   Total                                  56,556     33,889    13,186        -   103,631
                                       ---------  ----------  -------  -------  --------
Period interest-sensitivity gap        $  10,157   ($22,941)  $30,601  $ 5,315  $ 23,132
                                       =========  ==========  =======  =======  ========
Cumulative interest-sensitivity gap    $  10,157   ($12,784)  $17,817  $23,132
                                       =========  ==========  =======  =======          

<FN>

(1)    -  Presented  at  market  value  as  all  investment securities are classified as
"available  for sale".  Includes the Bank's investment in stock of Federal Reserve Bank,
Federal  Home  Loan  Bank,  and  other  equities.
(2)    - Includes interest-bearing checking accounts, money market accounts, and regular
savings  accounts.
</TABLE>



     At December 31, 1996, approximately 61% of the Company's interest-earning
assets  reprice or mature within one year, as compared to approximately 87% of
the  interest-bearing  liabilities.

     Asset-liability  management  is the process by which the Company monitors
and  controls  the  mix  and  maturities  of  its assets and liabilities.  The
essential  purposes  of  asset-liability  management  are  to  ensure adequate
liquidity  and  to  maintain an appropriate balance between interest sensitive
assets  and  liabilities.    The  Bank  has  established  an  Asset-Liability
Management  Committee  which  uses a variety of tools to analyze interest rate
sensitivity,  including  a  static gap presentation and a simulation model.  A
"static  gap"  presentation  (as  in  the above table) reflects the difference
between  total  interest-sensitive  assets and liabilities within certain time
periods.    While  the  static  gap  is  a  widely-used  measure  of  interest
sensitivity,  it  is  not,  in  management's  opinion,  a  true indicator of a
company's  sensitivity  position.   It presents a static view of the timing of
maturities and repricing opportunities, without taking into consideration that
changes  in  interest  rates do not affect all assets and liabilities equally.
For  example,  rates  paid  on  a substantial portion of savings and core time
deposits  may  contractually  change within a relatively short time frame, but
those  rates are significantly less interest-sensitive than market-based rates
such  as  those paid on non-core deposits.  Accordingly, a liability sensitive
gap  position is not as indicative of a company's true interest sensitivity as
would  be  the  case  for an organization which depends to a greater extent on
purchased  funds to support earning assets.  Net interest income would also be
impacted  by  other  significant factors in a given interest rate environment,
including the spread between the prime rate and the incremental borrowing cost
and the volume and mix of earning asset growth.  Accordingly, the Bank uses an
asset-liability  simulation  model which quantifies balance sheet and earnings
variations  under  different interest rate environments and growth projections
to  measure  and  manage  interest  rate  risk.

SECURITIES
     The  Company  maintains  a  portfolio of investment securities consisting
primarily  of  U.S.  Treasury  securities,  U.S.  government  agencies,  and
mortgage-backed  securities.   The investment portfolio is designed to enhance
liquidity  while  providing  acceptable  rates of return.  The following table
sets  forth  the carrying value of the investment securities of the Company at
December  31,  1996,  1995,  and  1994.

<TABLE>
<CAPTION>

                        SECURITY PORTFOLIO COMPOSITION
                            (DOLLARS IN THOUSANDS)


                                                    1996     1995     1994
                                                   -------  -------  ------
<S>                                                <C>      <C>      <C>

     Available for Sale, at market value:
          U.S. Treasury                            $ 5,493  $ 5,772  $3,867
          Obligations of U.S. government agencies    8,647   11,965   6,079
          Mortgage-backed securities                 3,746    1,977       -
          Municipal securities                         624      371       -
                                                   -------  -------  ------
                                                   $18,510  $20,085  $9,946
                                                   =======  =======  ======
     Held to Maturity, at book value:
          U.S. Treasury                            $     -  $     -  $1,746
          Obligations of U.S. government agencies        -        -   2,538
          Mortgage-backed securities                     -        -   1,183
                                                   -------  -------  ------
                                                   $     -  $     -  $5,467
                                                   =======  =======  ======

</TABLE>




     The  following  table  indicates  the  carrying  value of each investment
security  category  by maturity as of December 31, 1996.  The weighted average
yield  for  each  range of maturities at December 31, 1996 is also shown.  All
securities  are classified as "Available for Sale" pursuant to the definitions
of  Statement  of  Financial  Accounting  Standards  No.  115, "Accounting for
Certain  Investments  in  Debt  and  Equity  Securities".

<TABLE>
<CAPTION>

                                              SECURITY PORTFOLIO MATURITY SCHEDULE
                                                     (DOLLARS IN THOUSANDS)


                                                  AFTER 1,               AFTER 5, AND              AFTER 10
                             WITHIN              AND WITHIN                 WITHIN                   YEARS
                             1 YEAR                5 YEARS                 10 YEARS                                       TOTAL
                             -------             -----------             -------------                                   -------
                                      Weighted                Weighted                  Weighted              Weighted      
                             Market    Average     Market      Average      Market       Average    Market     Average   Market
                              Value     Yield       Value       Yield        Value        Yield      Value      Yield     Value
                             -------  ---------  -----------  ---------  -------------  ---------  ---------  ---------  -------
<S>                          <C>      <C>        <C>          <C>        <C>            <C>        <C>        <C>        <C>

U. S. Treasury               $ 2,004      5.70%  $     3,489      5.76%              -         -           -         -   $ 5,493
U. S. Government agencies      2,254      5.16%        6,020      6.38%  $         373      6.99%          -         -     8,647
Mortgage-backed securities         -         -         1,089      6.25%          1,304      6.59%  $   1,353      7.22%    3,746
Municipal securities (1)           -         -             -         -               -         -         624      7.03%      624
                             -------  ---------  -----------  ---------  -------------  ---------  ---------  ---------  -------
     Total                   $ 4,258      5.41%  $    10,598      6.16%  $       1,677      6.68%  $   1,977      7.16%  $18,510
                             =======  =========  ===========  =========  =============  =========  =========  =========  =======







                             Weighted
                              Average
                               Yield
                             ---------
<S>                          <C>

U. S. Treasury                   5.74%
U. S. Government agencies        6.09%
Mortgage-backed securities       6.72%
Municipal securities (1)         7.03%
                             ---------
     Total                       6.14%
                             =========

<FN>

(1)    -    Yields  have  been  adjusted  to  a  tax  equivalent  basis  assuming  a  34%  Federal  tax  rate.
</TABLE>



     The weighted average yields shown in the previous table are calculated on
the  basis  of  cost  and  effective yields for the scheduled maturity of each
security.    At  December 31, 1996, the market value of the Company's security
portfolio  was  equal  to  its  amortized  cost,  the  average maturity of the
security  portfolio  was  2.9  years,  and the average adjusted tax equivalent
yield on such portfolio was 6.14%.  Certain securities contain call provisions
which  could  decrease  their  anticipated  maturity.  Certain securities also
contain  rate  adjustment  provisions  which could either increase or decrease
their  yields.

     Decisions  involving  securities are based upon management's expectations
of  interest  rate  movements,  overall market conditions, the composition and
structure  of  the  balance  sheet,  and  computer-based  simulations  of  the
financial  impacts  of  alternative rate/maturity scenarios.  The Company does
not purchase or hold securities for trading purposes.  However, securities may
be  sold  prior to their maturity as all securities in the Bank's portfolio at
December  31, 1996 were classified as "available for sale" and recorded on the
Company's  balance  sheet  at  market  value.

LOANS

     The  loan portfolio is the Company's principal earning asset.  Management
believes  that  the  loan  portfolio is adequately diversified.  The following
table  shows the composition of the loan portfolio at December 31, 1996, 1995,
and  1994.

<TABLE>
<CAPTION>

                          LOAN PORTFOLIO COMPOSITION
                            (DOLLARS IN THOUSANDS)


                                        1996       1995      1994
                                      ---------  --------  --------
<S>                                   <C>        <C>       <C>

Commercial and industrial             $ 21,775   $14,898   $15,478 
Real estate - commercial                33,475    26,889    18,288 
Real estate - residential               33,140    21,482    16,225 
Construction                             4,518     4,909     4,476 
Installment and other consumer loans    10,217     7,692     5,674 
Other loans, including overdrafts          227       211       232 
                                      ---------  --------  --------
                                       103,352    76,081    60,373 
Less - unearned income                    (660)     (369)     (102)
                                      ---------  --------  --------
                                       102,692    75,712    60,271 
Less - Allowance for loan losses        (1,487)   (1,068)     (822)
                                      ---------  --------  --------
Net loans                             $101,205   $74,644   $59,449 
                                      =========  ========  ========

</TABLE>



     The  Company's  real estate loans are primarily owner-occupied commercial
facilities  and  other  loans  secured by both commercial and residential real
estate located within the Company's primary market area.  The Company does not
actively pursue long-term, fixed rate mortgage loans for retention in its loan
portfolio.   Commercial loans are spread through a variety of industries, with
no  industry  or  group  of  related  industries  accounting for a significant
portion of the commercial loan portfolio.  These loans may be made on either a
secured  or  unsecured  basis.    When  taken, collateral consists of liens on
inventories,  receivables,  equipment,  and furniture and fixtures.  Unsecured
commercial loans are generally short-term with emphasis on repayment strengths
and  low  debt-to-worth  ratios.   As of December 31, 1996, approximately $4.2
million  or 19% of commercial and industrial loans.  At December 31, 1996, the
Company  had  only  one  foreign  loan  totaling  $75,000.
     A  significant  portion  of  the installment and other consumer loans are
secured  by  automobiles  and  other  personal  assets.    Also  included  in
installment  and  other  consumer  loans  is  $3.2  million, $2.0 million, and
$560,000,  at  December 31, 1996, 1995, and 1994, respectively, of higher rate
consumer  finance  loans  which have been originated by the Company's consumer
finance  subsidiary, Freedom Finance, IncThese loans generally carry a higher
risk  of  nonpayment  than do the other categories of loans, but the increased
risk  is  substantially  offset  by  the smaller amounts of such loans and the
higher  rates charged thereon, as well as a higher allocation of the allowance
for  loan  losses  related  to  Freedom's  loan  portfolio.


LOAN  MATURITY  AND  INTEREST  SENSITIVITY

     The  following  table  shows  the  maturity  distribution  and  interest
sensitivity  of  the  Company's  loan  portfolio  at  December  31,  1996.
<TABLE>
<CAPTION>

                       LOAN PORTFOLIO MATURITY SCHEDULE
                            (DOLLARS IN THOUSANDS)


                                                 Over 1,
                                       1 Year   Less Than     Over
                                      or Less    5 Years    5 Years    Total
                                      --------  ----------  --------  --------
<S>                                   <C>       <C>         <C>       <C>

MATURITY DISTRIBUTION:
Commercial and industrial             $  9,962  $   11,131  $    682  $ 21,775
Real estate - commercial                 3,756      28,296     1,423    33,475
Real estate - residential                9,589      16,983     6,568    33,140
Construction                             1,889       2,596        33     4,518
Installment and other consumer loans     5,558       4,595        64   320,500
Other loans, including overdrafts          227           -         -       227
                                      --------  ----------  --------  --------
Total                                 $ 30,981  $   63,601  $  8,770  $413,635
                                      ========  ==========  ========  ========
INTEREST SENSITIVITY:
Total of loans with:
Predetermined interest rates          $  9,147  $   33,189  $  2,752  $ 45,088
Floating interest rates                 21,834      30,412     6,018    58,264
                                      --------  ----------  --------  --------
Total                                 $ 30,981  $   63,601  $  8,770  $103,352
                                      ========  ==========  ========  ========
</TABLE>



NONPERFORMING  ASSETS  AND  POTENTIAL  PROBLEM  LOANS

     The  Company's nonperforming assets consist of loans on nonaccrual basis,
loans  which  are  contractually past due 90 days or more on which interest is
still  being  accrued, and other real estate owned ("OREO").  Generally, loans
of the Bank are placed on nonaccrual status when loans become 90 days past due
as  to  principal  or interest, or when management believes, after considering
economic  and  business conditions and collection efforts, that the borrower's
financial condition is such that collection of the loan is doubtful.  Payments
of  interest  on  loans  which  are classified as nonaccrual are recognized as
income  when  received.    Loans  of the Finance Company are not classified as
nonaccrual,  but  are charged-off when such become 150 days contractually past
due  or  earlier  if  the  loan  is  deemed  uncollectible.

     At  December  31, 1996 and 1995, the Bank held no other real estate owned
acquired  in  partial  or  total  satisfaction  of  problem  loans.   Loans on
nonaccrual at December 31, 1996 totaled $110,000 or .10% of outstanding loans.
There  were  no loans on nonaccrual at December 31, 1995.  The nonaccrual loan
at  December  31,  1996  was  considered  impaired  under  the  definitions of
Statement  of  Financial Accounting Standards No. 114.  The related impairment
allowance  at  the current year end was zero.  There were no impaired loans at
December  31, 1995.  Assuming the nonaccrual loan performed in accordance with
its  original  terms,  additional  interest  income  for  1996 would have been
approximately  $1,800.  Loans past due 90 days and greater totaled $200,000 or
0.19%  of gross loans at December 31, 1996 compared to $9,000 or .01% of gross
loans  at  December  31,  1995.

     Management  maintains  a  list  of potential problem loans which includes
nonaccrual loans, loans past due in excess of 90 days which are still accruing
interest,  and  other  loans  which  are  credit graded (either internally, by
external  audits  or regulatory examinations) as "substandard", "doubtful", or
"loss".    A  loan  is  added  to  the  list  when management becomes aware of
information  about possible credit problems of borrowers that causes doubts as
to  the  ability  of  such borrowers to comply with the current loan repayment
terms.   The total amount of loans outstanding at December 31, 1996 determined
to  be  potential  problem  loans was $212,000 or .2% of the loan portfolio at
year  end,  compared  to $385,000 or .5% of the loan portfolio at December 31,
1995.    The  amount  of potential problem loans at December 31, 1996 does not
represent management's estimate of potential losses since the majority of such
loans  are  secured  by  real estate or other collateral.  Management believes
that  the  allowance  for  loan losses as of December 31, 1996 was adequate to
absorb  any  losses related to the nonperforming loans and problem loans as of
that  date.

     Management  continues  to monitor closely the levels on nonperforming and
potential  problem  loans  and will address the weaknesses in these credits to
enhance the amount of ultimate collection or recovery on these assets.  Should
increases  in  the  overall level of nonperforming and potential problem loans
accelerate  from the current trend, management will adjust the methodology for
determining  the allowance for loan losses and will increase the provision for
loan  losses  accordingly.    This  would  likely  decrease  net  income.


PROVISION  AND  ALLOWANCE  FOR  LOAN  LOSSES,  LOAN  LOSS  EXPERIENCE

     The  allowance  for  loan  losses  is  based  on  management's  periodic
evaluation  of the loan portfolio and reflects an amount that, in management's
opinion,  is adequate in relation to the risk of future losses inherent in the
loan  portfolio.   The allowance is established through charges to earnings in
the  form  of  a  provision  for  loan losses.  Loan losses and recoveries are
charged  or  credited  directly  to  the allowance.  The amount charged to the
provision  for  loan  losses by the Company is based on management's judgement
and  is dependent upon growth in the loan portfolios; the total amount of past
due  loans;  nonperforming  loans;  known  loan  deteriorations  and/or
concentrations  of  credit;  trends  in  portfolio  volume,  maturity  and
composition;  projected  collateral  values;  general economic conditions; and
management's assessment of potential losses based upon internal credit grading
of  the  loans  and periodic reviews and assessments of credit risk associated
with  particular  loans.

     In  assessing  the  adequacy  of  the  allowance,  management  relies
predominately on its ongoing review of the loan portfolio, which is undertaken
both  to  ascertain  whether there are losses which must be charged-off and to
assess  the  risk characteristics of the portfolio in the aggregate.  The Bank
attempts  to  deal  with  repayment  risks  through  the establishment of, and
adherence  to,  internal credit policies.  These policies include loan officer
and  credit  limits,  periodic  documentation  examination,  and  follow-up
procedures  for  any exceptions to credit policies.  Loans that are determined
to  involve  any  more  than  the  normal  risk are placed in a special review
status.

     On  December  31, 1996, the allowance for loan losses was $1.5 million or
1.43%  of  outstanding  loans.  This is compared to $1.1 million allowance for
loan  losses  at December 31, 1995 or 1.41% of outstanding loans at that date.
For  the  year  ended December 31, 1996, the Company reported consolidated net
charge-offs  of  $154,000  or  .17%  of  average  loans.   This is compared to
consolidated  net charge-offs of $59,000 or .09% of average loans for the year
ended December 31, 1995.  During 1996, the Company charged a total of $516,000
to  expense  through  its  provision for loan losses, compared to $277,000 for
1995  and  $168,000  for  1994.  The increase in provision required in 1996 is
primarily a result of the higher level of net originations in 1996 as compared
to  the  prior  year.

     For  the  years  ended December 31, 1996, 1995, and 1994, Summit National
Bank recorded a provision for loan losses of $361,000, $160,000, and $157,000,
respectively.  The significant increase for 1996 is a direct result of the 36%
loan growth experienced by the Bank in 1996.  For the years ended December 31,
1996,  1995,  and  1994,  the Bank experienced net charge-offs (recoveries) of
$29,000,  $(14,000),  and  $60,000,  respectively.   In fiscal 1996, 1995, and
1994,  Freedom  Finance, Inc. recorded provisions for loan losses of $155,000,
$117,000,  and  $11,000,  respectively.    For  those  same  years,  Freedom
experienced  net  charge-offs  of $125,000, $73,000, and $1,000, respectively.
The  increase in net charge-offs and the related increase in this subsidiary's
provision  is  related  to  the (1) growth of number of branches, accounts and
loans  outstanding,  and (2) industry trends and general increases in consumer
debt  and  consumer  bankruptcies.    Freedom's customers are generally in the
low-to-moderate income group of borrowers.  Over the past several years, there
has  been  a proliferation of small consumer loan companies and other consumer
debt  providers  competing  for  pieces  of  this segment of the consumer debt
market.    It  is  not unusual for customers of Freedom simultaneously to have
loans  outstanding at several other small loan companies which results in some
customers  incurring  more  debt  than  they  can  service.

     The  following  table  sets  forth  certain  information  with respect to
changes  in  the Company's allowance for loan losses arising from charge-offs,
recoveries,  and  provision  for  the years ended December 31, 1996, 1995, and
1994.

<TABLE>
<CAPTION>

                        SUMMARY OF LOAN LOSS EXPERIENCE
                             (DOLLARS IN THOUSANDS)


                                                        1996     1995     1994
                                                       -------  -------  ------
<S>                                                    <C>      <C>      <C>

Balance at beginning of period                         $1,068   $  822   $ 697 
                                                       -------  -------  ------
Charge-offs:                                               50        2      15 
   Commercial & industrial                                  -        -      52 
   Real estate                                            337       88       2 
   Installment & consumer
                                                          387       90      69 
                                                       -------  -------  ------
Recoveries:                                                17       14       7 
   Commercial & industrial                                216       18       - 
   Installment & consumer
                                                          233       32       7 
                                                       -------  -------  ------
Net charge-offs                                          (154)     (58)    (62)
Provision charged to expense                              516      277     168 
Allocation for purchased loans                             57       27      19 
                                                       -------  -------  ------
Balance at end of period                               $1,487   $1,068   $ 822 
                                                       =======  =======  ======
Ratio of net charge-offs to average loans                 .17%     .09%    .11%
                                                       =======  =======  ======
Ratio of allowance for loan losses to gross loans        1.43%    1.41%   1.36%
                                                       =======  =======  ======
Ratio of net charge-offs to allowance for loan losses   10.36%    5.43%   7.54%
                                                       =======  =======  ======
</TABLE>



     Management  considers  the  allowance  for  loan losses adequate to cover
inherent losses on the loans outstanding at December 31, 1996.  In the opinion
of management, there are no material risks or significant loan concentrations,
and  the  allowance  for  loan  losses  is adequate to absorb anticipated loan
losses  in  the  present portfolios.  It must be emphasized, however, that the
determination  of the allowance for loan losses using the Company's procedures
and methods rests upon various judgments and assumptions about future economic
conditions  and  other  factors  affecting  loans.   While it is the Company's
policy to charge-off in the current period loans in which a loss is considered
probable,  there  are  additional  risks  of  future  losses  which  cannot be
quantified  precisely  or  attributed to particular loans or classes of loans.
Because  these  risks  include  the state of the economy, industry trends, and
conditions  affecting  individual  borrowers,  management's  judgement  of the
allowance is necessarily approximate and imprecise.  No assurance can be given
that  the  Company will not in any particular period sustain loan losses which
would  be  sizable  in  relationship to the amount reserved or that subsequent
evaluation  of  the  loan  portfolio,  in light of conditions and factors then
prevailing,  will  not  require  significant changes in the allowance for loan
losses  or  future charges to earnings.  The allowance for loan losses is also
subject  to  review  and approval by various regulatory agencies through their
periodic  examinations of the Company's subsidiaries.  Such examinations could
result  in required changes to the allowance for loan losses.  Summit National
Bank  was  examined  in  November  1996  by  the  Office of the Comptroller of
Currency.    No adjustments in the allowance or significant adjustments to the
Bank's  internal  classified  loans were made as a result of this examination.

COMPOSITION  OF  ALLOWANCE  FOR  LOAN  LOSSES

     The  table  below presents an allocation of the allowance for loan losses
for  the  years ended December 31, 1996, 1995, and 1994, by the different loan
categories.    However,  the  breakdown  is  based  on a number of qualitative
factors  and  the  amounts  presented are not necessarily indicative of actual
amounts  which  will  be  charged to any particular category.  Any unallocated
reserve  has  been  included  within  the various loan categories in the table
below.

<TABLE>
<CAPTION>

                                    ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
                                             (DOLLARS IN THOUSANDS)


                                         1996                     1995                     1994
                                      ----------               ----------               ----------       
                                                  Percent of               Percent of               Percent of
                                      Allowance    Loans in    Allowance    Loans in    Allowance    Loans in
                                      Breakdown    Category    Breakdown    Category    Breakdown    Category
                                      ----------  -----------  ----------  -----------  ----------  -----------
<S>                                   <C>         <C>          <C>         <C>          <C>         <C>

Commercial and industrial             $      313       21.07%  $      209       19.58%  $      211       25.64%
Real estate - commercial                     482       32.39%         377       35.34%         249       30.29%
Real estate - residential                    477       32.07%         302       28.24%         221       26.87%
Construction                                  65        4.37%          69        6.45%          61        7.41%
Installment and other consumer loans         147        9.89%         108       10.11%          77        9.40%
Other loans, including overdrafts              3        0.22%           3        0.28%           3        0.54%
                                      ----------  -----------  ----------  -----------  ----------  -----------
                                      $    1,487      100.00%  $    1,068      100.00%  $      822      100.15%
                                      ==========  ===========  ==========  ===========  ==========  ===========

</TABLE>



DEPOSITS

     The  Company  has  a  large,  stable  base  of time deposits, principally
certificates  of  deposit  and  individual  savings  and  retirement  accounts
obtained  primarily  from  customers  in South Carolina.  The Company does not
purchase  brokered  deposits.

     The  maturity  distribution  of  certificates  of deposit greater than or
equal  to  $100,000  as  of  December  31,  1996  is  as  follows  (dollars in
thousands):

<TABLE>
<CAPTION>



<S>                                                  <C>

3 months or less                                     $11,241
Greater than 3, but less than or equal to 6 months     7,693
Greater than 6, but less than or equal to 12 months    4,544
Greater than 12 months                                 1,915
                                                     -------
                                                     $25,393
                                                     =======
</TABLE>



At  December  31,  1996,  the  Company  had  no  foreign  deposits.

RETURN  ON  EQUITY  AND  ASSETS

     The  return  on average shareholders' equity ratio (net income divided by
average  total  equity)  and  the  return  on average assets ratio (net income
divided  by average total assets) for the years ended December 31, 1996, 1995,
and  1994  are  presented  in the following table.  The Company has not paid a
cash  dividend  since  its  inception.

<TABLE>
<CAPTION>



                                           1996    1995    1994
                                           -----  ------  ------
<S>                                        <C>    <C>     <C>

Return on average assets                   0.82%   0.56%   0.84%
Return on average shareholders' equity     9.07%   5.14%   6.88%
Average shareholders' equity as a percent  9.05%  10.79%  12.24%
of average assets

</TABLE>



ITEM  2.    PROPERTIES

     The operations of the Company and the Bank do not require any substantial
investment  in fixed assets.  The principal executive offices for the Company,
the  Bank and the Finance Company are located at 937 North Pleasantburg Drive,
Greenville,  South  Carolina.    In  addition,  this site serves as the Bank's
operations  facility  and  main  branch.    The  building  at this location is
approximately  7,500  square  feet  in area and is situated on a one-acre lot.
The  Company executed a lease for the land and building and assigned the lease
to  the  Bank effective on the Bank's commencement of operations.  The initial
term  of the lease commenced April 1, 1990 and an renewal option was exercised
in  April  1995.    The term on the renewal of the lease is five years and the
Company  has additional options to renew for two consecutive five-year periods
under  substantially the same terms.  The lease provides that the Company will
be  responsible  for real property taxes, insurance, utilities and maintenance
with respect to the premises.  During 1995, the Bank completed construction on
approximately  .63  acres  of  land  at  2201  Augusta Road, Greenville, South
Carolina  of  its  second  full  service  bank  branch.    The  facility  is
approximately  6,500  square  feet  and  is  fully  occupied  by  the  Bank.

     The  twelve  Finance  Company  branches  throughout  South Carolina as of
February  28, 1997 are housed in leased facilities averaging 1,200 square feet
each  with  lease  terms  from  three to ten years.  The lease agreements have
various  renewal  options  under  substantially the same terms as the original
agreements.

ITEM  3.    LEGAL  PROCEEDINGS

     Although  the  Company  is  from  time  to  time a party to various legal
proceedings  arising  out  of  the  ordinary  course  of  business, management
believes  there  is  no litigation or proceeding threatened or pending against
the  Company  that could result in a materially adverse change in the business
or  financial  condition  of  the  Company.


ITEM  4.    SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     There  were  no  matters  submitted  to a vote of the shareholders in the
fourth  quarter  of  the  Company's  fiscal  year  ending  December  31, 1996.



                                    PART II


ITEM  5.      MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS

     Summit  Financial  Corporation's  common stock is traded in the Small-Cap
market  on  the  NASDAQ system under the symbol SUMM.  As of December 31, 1996
there  were approximately 450 shareholders of record of the common stock.  The
number  of shareholders does not reflect the number of persons or entities who
hold  their stock in nominee or "street" name through various brokerage firms.

<TABLE>
<CAPTION>

QUARTERLY  STOCK  BID  PRICE


      Oct-Dec   Jul-Sep   Apr-Jun   Jan-Mar   Oct-Dec   Jul-Sep   Apr-Jun   Jan-Mar
        1996      1996      1996      1996      1995      1995      1995      1995
      --------  --------  --------  --------  --------  --------  --------  --------
<S>   <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>

HIGH  $  14.00  $  13.50  $  13.50  $  13.50  $  13.00  $  13.00  $  13.00  $  13.00
LOW   $  13.50  $  13.50  $  13.50  $  13.00  $  13.00  $  13.00  $  13.00  $  11.00

</TABLE>



     The Company has not paid any cash dividends.  The holders of common stock
are  entitled  to  receive  dividends  when  and  as  declared by the Board of
Directors.    The  Company's  present policy is to retain all earnings for the
operation  of  the  Company  until  such  time as future earnings support cash
dividend  payments.   Accordingly, the Company does not anticipate paying cash
dividends  in  the  foreseeable  future.    For  information  on  dividend
restrictions,  refer  to  Part  II,  Item  8.  "Financial  Statements  and
Supplementary Data", Note 16 under Notes to Consolidated Financial Statements.


ITEM  6.          SELECTED  FINANCIAL  DATA

     The  information  presented  below should be read in conjunction with the
consolidated  financial  statements,  the  notes  thereto  and  "Management's
Discussion  and  Analysis  of  Financial  Condition and Results of Operations"
contained  elsewhere  in  this  report.
<TABLE>
<CAPTION>

                              SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
                            (All Amounts, Except Per Share Data, In Thousands)


                                                                                                PERCENT
                                                                                                 CHANGE
                                                                                               ----------
INCOME STATEMENT DATA
FOR THE YEARS ENDED DECEMBER 31,
                                             1996       1995       1994      1993      1992    1996/1995
                                           ---------  ---------  --------  --------  --------  ----------
<S>                                        <C>        <C>        <C>       <C>       <C>       <C>

Net interest income                        $  5,583   $  3,976   $ 2,942   $ 2,070   $ 1,637          40%
Provision for loan losses                       516        277       168       129       188          86%
Other income                                    980        611       345       260       203          60%
Other expenses                                4,401      3,469     2,348     1,847     1,502          27%
Provision for income taxes                      644        312       109         -         -         106%
Net income                                    1,002        529       661       354       150          89%
PER SHARE DATA (1)
Net income                                 $   0.71   $   0.38   $  0.49   $  0.27   $  0.10          87%
Book value, at December 31                 $   8.72   $   8.01   $  7.40   $  7.09   $  6.81           9%

                                                                                               PERCENT
                                                                                               CHANGE
BALANCE SHEET DATA AT DECEMBER 31,             1996       1995      1994      1993      1992   1996/1995 
-----------------------------------------  ---------  ---------  --------  --------  --------  ----------
Total assets                               $134,162   $115,072   $83,656   $71,173   $62,606          17%
Total deposits                              117,805     99,319    67,348    60,446    51,477          19%
Total gross loans                           102,692     75,712    60,272    50,043    43,578          36%
Allowance for loan losses                     1,487      1,068       822       697       578          39%
Investment securities                        18,510     20,085    15,912    14,758    11,366         (8%)
Total earning assets                        126,763    107,730    79,704    67,941    59,578          18%
Shareholders' equity                         11,637     10,664     9,846     9,427     9,075           9%
RATIOS:
Tier 1 risk-based capital                        11%        13%       16%       18%       21%
Allowance for loan losses to total loans       1.43%      1.41%     1.36%     1.39%     1.33%
<FN>

   (1)  Per share and book value data have been restated to reflect all 5% stock distributions issued.

</TABLE>






<PAGE>
   ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

     The  following  discussion  is  presented  to  provide the reader with an
understanding  of  the financial condition and results of operations of Summit
Financial  Corporation  and its subsidiaries, Summit National Bank and Freedom
Finance,  Inc.

     Summit  Financial  Corporation (the "Company") is a financial institution
holding  company  headquartered  in  Greenville,  South Carolina.  The Company
offers  a  broad  range  of  financial  services  through  its  wholly-owned
subsidiary,  Summit  National  Bank  (the  "Bank",  "Summit").   The Bank is a
nationally chartered commercial bank which operates principally in the Upstate
of  South  Carolina.    The  Bank  currently  has  two full service offices in
Greenville,  South  Carolina.    The  Bank  received its charter and commenced
operations  in July 1990.  Summit provides a full range of banking services to
individuals  and  businesses, including the taking of time and demand deposits
and  making  loans.    The  Bank  emphasizes  close  personal contact with its
customers  and strives to provide a consistently high level of service to both
individual  and  corporate  customers.

     Freedom  Finance,  Inc.  ("Freedom",  the  "Finance  Company")  is  a
wholly-owned  subsidiary  of  the  Company    which is operating as a consumer
finance  company  headquartered  in  Greenville,  South Carolina.  The Finance
Company  primarily  makes  and  services installment loans to individuals with
loan  principal  amounts  generally  not  exceeding $1,000 and with maturities
ranging  from  three  to  eighteen months.  Freedom ended 1996 with ten branch
offices  throughout  South  Carolina.

BALANCE  SHEET  REVIEW

GENERAL
     As of December 31, 1996, total assets and total gross loans had increased
17%  and  36%,  respectively,  as  compared  to 1995, while total deposits had
increased  approximately  19%  during  the  same  period.    The difference is
reflected  in the decrease in federal funds sold of $6.1 million (67%) and the
decrease in investment securities of $1.6 million (8%).  On January 3, 1997, a
5% stock distribution was approved by the Board of Directors and was issued on
February  3,  1997  to  shareholders  of  record as of January 20, 1997.  This
distribution  resulted in the issuance of 63,430 shares of the Company's $1.00
par  value  common  stock.   All share and per share data has been restated to
reflect  this  stock  distribution.

LOANS
     As  of December 31, 1996, the Company had total loans outstanding, net of
unearned  income,  of  $102.7  million,  a  loan-to-deposit ratio of 87% and a
loan-to-funds  ratio  of  85%.    The Company includes total deposits, federal
funds  purchased,  Federal  Home  Loan  Bank  advances and other borrowings in
calculating  the  "loans-to-funds" measurement.  The 1996 amounts are compared
to  outstanding  loans  of  $75.7  million  for  the  year  ended  1995,  a
loan-to-deposit  ratio of 76% and a loan-to-funds ratio of 74% at December 31,
1995.

     Outstanding  loans  represent  the largest component of earning assets at
76%  of average earning assets for 1996 compared to 74% for 1995.  Gross loans
were 77% and 66%, respectively, of total assets at December 31, 1996 and 1995.
The  36%  increase  in loans between 1995 and 1996 is attributable to internal
growth  for  the  Bank  as  the  Bank  utilized  excess  liquidity  which  had
accumulated during 1995, and the Finance Company's acquisition of $1.2 million
in  loans  receivable.    Freedom's outstanding loans, net of unearned income,
totaled $2.5 million, or 2.5% of consolidated loans at December 31, 1996.  The
Company  has  experienced  steady  loan  demand  from  customers  desiring the
personalized  service  that  the  Company  offers.

     The loan portfolio consists primarily of commercial and industrial loans;
commercial  loans  secured by real estate; loans secured by one-to-four family
residential  mortgages;  and consumer loans.  Substantially all of these loans
are  located  in  the  Upstate  of  South Carolina and are concentrated in the
Company's  market  area.    At December 31, 1996, the Company has no loans for
highly  leveraged transactions and has only one foreign loan totaling $75,000.
The  Bank's  primary  focus  has  been  on  commercial  lending  to  small and
medium-sized  businesses  in  its  marketplace.    Commercial loans are spread
throughout  a  variety  of  industries,  with  no industry or group of related
industries  accounting  for  a  significant  portion  of  the  commercial loan
portfolio.

     The  interest  rates charged on loans of the Bank vary with the degree of
risk,  maturity and amount of the loan, and are further subject to competitive
pressures  and  availability  of  funds.    Loans  of  the Finance Company are
regulated  under  state  laws  which  establish  the  maximum loan amounts and
interest rates, and the types and maximum amounts of fees, insurance premiums,
and  other  costs that may be charged.  On average, consolidated loans yielded
10.09%  in 1996, compared to an average yield of 9.64% in 1995.  This increase
is primarily a result of the contribution of the Finance Company's loans which
generally  yield  a  higher  rate  than the loans of the Bank, combined with a
shift in the mix of loans at the Bank to a higher percent of fixed rate loans.
At December 31, 1996, approximately 42% of the Company's loan portfolio was at
fixed  rates  of  interest,  compared  to  39%  at  December  31,  1995.

DEPOSITS
     The  Company uses its deposit base as a primary source with which to fund
earning  assets.  Deposits grew 19% from $99.3 million at December 31, 1995 to
$117.8  million  as  of  year  end  1996.    Internal growth and new customers
resulting  from  the  new  Bank  branch  which  opened  in  1995 were entirely
responsible  for  the  increase  as  the Company did not purchase any deposits
during  1996.  The majority of the growth in deposits occurred in certificates
of  deposit  over  $100,000  which increased $5.6 million from 1995; and other
time  deposit  which  increased  $12.7  million  from  1995.

     The  Company's  core  deposit  base  consists  of consumer and commercial
savings and retirement accounts, NOW accounts, money market accounts, checking
accounts,  and  non-jumbo  time  deposits (less than $100,000).  Although such
core  deposits  are  becoming  increasingly  interest  sensitive  for both the
Company  and  the  industry as a whole, these deposits continue to provide the
Company  with  a  large  and  stable  source  of  funds.    Core deposits as a
percentage  of total deposits were approximately 77% and 80%, respectively, at
December  31,  1996  and  1995.   The Company closely monitors its reliance on
certificates  of deposit greater than $100,000, which are generally considered
less stable and more interest rate sensitive than core deposits.  Certificates
of deposit in excess of $100,000, which represented 22% and 20%, respectively,
of  total  deposits  at  December  31,  1996  and  1995, are held primarily by
customers in the Company's service area who have dealt with the Company for an
extended  period  of  time.    The  Company  has  no  brokered  deposits.

     In  pricing  deposits,  the  Company  considers  its liquidity needs, the
direction  and  levels  of interest rates and local market conditions.  During
1996, interest-bearing deposits averaged $94.1 million with an average rate of
5.09%  compared  to  $70.8  million  with  an  average  rate of 5.10% in 1995.
Although  the  general  interest rate environment decreased during 1996, which
resulted  in  the  Bank repricing non-time and maturing time deposits at lower
current  market  rates, the Bank offered several deposit promotions during the
year  to  increase the level of core deposits as necessary to meet loan growth
demands.    The  combination  of the above two factors resulted in the average
rate  on  interest-bearing deposits remaining fairly constant between 1995 and
1996.

INVESTMENT  SECURITIES
     The  Company emphasizes safety in its selection of investment securities.
Accordingly,  the  investment  portfolio  consists  primarily of United States
Treasury  securities,  securities  of  United  States  government agencies and
mortgage-backed  securities.    The Company does not invest in corporate bonds
and  has  no trading account securities.  Investment securities averaged $21.2
million  in 1996, 23% above the 1995 average of $17.2 million.  As of December
31,  1996, investment securities totaled $18.5 million, which is a decrease of
8%  from  the  $20.1  million invested as of the end of 1995.  The decrease is
primarily  a result of securities totaling in excess of $2 million maturing in
the  fourth  quarter,  the  proceeds  of  which  were  utilized  to  fund  the
significant  loan  growth  in  that  quarter.

     Investment securities are the second largest earning asset of the Company
at 18% and 19% of average earning assets for 1996 and 1995, respectively.  The
average  portfolio  yield  increased  from  5.54%  in  1995  to  6.05% in 1996
primarily  as  a  result  of the maturity of several investments at lower than
current  market  rates  combined with a shift in the portfolio mix and average
maturity.

CAPITAL  RESOURCES
     To  date, the capital needs of the Company have been met through earnings
and  from  the  proceeds of its initial offering of common stock.  The Company
believes  that the rate of asset growth will not negatively impact the capital
base.    Total equity at December 31, 1996 was $11.6 million.  The Company has
no  commitments  or  immediate  plans for any significant capital expenditures
outside  of  the normal course of business.  The Company's management does not
know  of  any trends, events or uncertainties that may result in the Company's
capital  resources  materially  increasing  or  decreasing.

     The  Company  and  the  Bank  are  subject  to various regulatory capital
requirements  administered  by  the federal banking agencies.  Failure to meet
minimum  capital  requirements  can  initiate  certain  mandatory and possibly
additional discretionary actions by regulators that, if undertaken, could have
a  material  effect  on  the  financial  statements.    Under capital adequacy
guidelines  and  the  regulatory  framework  for prompt corrective action, the
Company  and  the  Bank  must  meet  specific  capital guidelines that involve
quantitative  measures of the Company's and the Bank's assets, liabilities and
certain  off-balance  sheet  items  as  calculated under regulatory accounting
practices.    The  Company's and the Bank's capital amounts and classification
are  also subject to qualitative judgments by the regulators about components,
risk  weightings,  and  other  factors.

     Quantitative  measures  established  by  regulation  to  ensure  capital
adequacy  require  the  Company  and  the Bank to maintain minimum amounts and
ratios  (set forth in the table below) of total and Tier I capital (as defined
in  the  regulation) to risk-weighted assets (as defined) and to total assets.
Management  believes,  as  of December 31, 1996, that the Company and the Bank
meet all capital adequacy requirements to which they are subject.  At December
31,  1996  and  1995,  the  Company and the Bank are both categorized as "well
capitalized"  under the regulatory framework for prompt corrective action.  To
be  categorized  as "well capitalized", the Company and the Bank must maintain
minimum  total risk-based, Tier I risk-based and Tier I leverage ratios as set
forth  in  the  table  below.   There are no current conditions or events that
management  believes  would  change  the  Company's  or  the  Bank's category.

     The  Company's  and  the  Bank's  actual  capital  amounts  and ratios at
December  31,  1996  as  well  as  the  minimum  calculated  amounts  for each
regulatory defined category are included in this report under Part II, Item 8:
"Financial  Statements  and  Supplemental  Data"  as  Note  17 to the Notes to
Consolidated  Financial  Statements.

EARNINGS  ANALYSIS
1996  vs.  1995

GENERAL
     The Company's net income increased 90%, or $473,000 from $529,000 in 1995
to  $1,002,000  for  1996.   Earnings per common share, adjusted for all stock
distributions,  rose  from $.38 in 1995 to $.71 in 1996.  Increases in average
earning  assets,  the  net  interest  margin and other income were the primary
reasons  for  the growth in net income and earnings per share between 1995 and
1996.

     Summit National Bank recorded net earnings of $991,000 for the year ended
December  31,  1996,  a $284,000 or 40% increase over the $707,000 recorded in
1995.  The increase in earnings for this subsidiary resulted primarily from an
increase  in  the  Bank's  net  interest  income of $913,000 or 26% due to the
higher  level  of earning assets.  Another significant factor was the increase
in  other income of the Bank, which increased $231,000 or 41% primarily in the
area  of  nondeposit  investment product sales resulting in commission income.
The  income  increases  were  somewhat  offset  by  higher  overhead  expenses
resulting from operating two full-service branches for the entire year of 1996
as  compared  to  a  partial  year  in  1995.
     The  Company's  nonbank subsidiary, Freedom Finance, Inc., recorded a net
loss  for  1996 of $(67,000), a $161,000 or 71% improvement over the 1995 loss
of  $(229,000).    The  improvement  is a direct result of the higher level of
earning  assets  contributing  to  an  increase in net interest income and fee
income  which  outpaced  the  increase  in overhead expenses.  As the original
branches begin to mature and grow to a size sufficient to support the overhead
in  place, they will be better able to support the newer branches during their
start-up  phase.

NET  INTEREST  INCOME
     Net  interest  income  is  the  difference between the interest earned on
assets and the interest paid for the liabilities used to support those assets.
It  is  the largest component of the Company's earnings and changes in it have
the greatest impact on net income.  Variations in the volume and mix of assets
and  liabilities  and  their  relative  sensitivity to interest rate movements
determine  changes  in net interest income.  During 1996, the Company recorded
net interest income of $5.6 million, a 40% increase from the 1995 net interest
income  of  $4.0  million.   The increase in this amount is related to (1) the
increase  in  the  loan  and  deposit  volume  of  the  Bank  of  33% and 32%,
respectively;  and (2) the contributions of the Finance Company as its earning
assets  continued  to  grow.

     The  Company's  interest  rate sensitivity gap (interest-sensitive assets
minus  interest-sensitive  liabilities)  is asset sensitive over the repricing
lives  of  its  interest-earning  assets and interest-bearing liabilities.  An
asset  sensitive  position means that the Company's assets reprice faster than
the  liabilities,  resulting  in  increases  in the net interest income during
periods of rising rates and decreases in net interest income when market rates
decline,  as  experienced  most  recently.  Interest rates dropped starting in
July 1995 and into 1996, and the Bank's net interest margin did decline as the
loans which are tied to the prime rate dropped immediately, while the majority
of  liabilities  did  not  reprice until their fixed maturity dates.  If rates
continue  to  decline,  the  Company  may realize a negative impact on its net
interest  income.

     For  the  year ended December 31, 1996, the Company's net interest margin
was  4.81%, compared to 4.41% for 1995.  The net interest margin is calculated
as  net  interest  income  divided by average earning assets.  The increase is
primarily  related  to the contribution of the higher level of Finance Company
loans  outstanding  and  increases  in Freedom's margin.  The higher margin at
Freedom  offset  the  decline  in the Bank's net interest margin which dropped
from  4.03% for 1995 to 3.88% for 1996 related primarily to the 56 basis point
drop  in  the  prime  lending  rate  for  the  period.

INTEREST  INCOME
     For  the  year  ended  December  31,  1996, the Company's average earning
assets  grew  $25.9  million  from $90.2 million in 1995 to $116 million.  The
average  yield  on earning assets also increased during the period, from 8.58%
in  1995 to 9.09% in 1996.  Thus, the increase in volume of approximately 29%,
combined  with  the increase in average yield of 51 basis points, accounts for
the  increase in interest income of $2.8 million or 36% between 1995 and 1996.

     The  majority  of  the  increase  in average earning assets was in loans,
which are the Company's highest yielding assets and represented 76% of average
earning  assets  for 1996.  Consolidated loans averaged $88.5 million in 1996,
compared  to  $66.5  million  in 1995 or an increase of 33%.  The Bank's loans
represent 97% of the consolidated totals and yielded an average 8.93% for 1996
compared  to  9.20%  for 1995.  The decline in the average yield on the Bank's
loan  portfolio  is  directly  related  to  the drop in the average prime rate
during  the  period  from  8.83% in 1995 to 8.27% in 1996.  As of December 31,
1996,  approximately  58%  of  the Bank's loan portfolio was tied to the prime
rate compared to 61% tied to the prime rate at December 31, 1995.  The decline
in the Bank's yield on loans was offset by an increase in the average yield of
the Finance Company's loans and the increase in the relative percentage of the
Finance  Company's  loans  to the total portfolio in comparison with the prior
year.    Thus,  the  consolidated average yield on loans actually increased 45
basis  points to 10.09% for 1996 compared to 9.64% for 1995.  The higher level
of  average loans, combined with the increase in average yield, resulted in an
increase  in  consolidated  interest  income  on loans of $2.5 million or 39%.

     The  second  largest  component  of  earning  assets  is  the  Company's
investment portfolio which averaged $21.2 million or 18% of earning assets for
1996,  yielding  6.05%  for  the  current  year.   This is compared to average
securities  of  $17.2  million  yielding  5.54% for 1995.  The increase in the
average  yield  of the investment portfolio is related to the timing, maturity
distribution  and types of securities purchased during the latter half of 1995
and  during 1996 as well as the maturities of some investments with lower than
current  market yields.  The higher level of average securities, combined with
the  increase  in  average rate, resulted in an increase in interest income on
investments  of  $317,000  or  33%.

INTEREST  EXPENSE
     The  Company's  interest  expense  for 1996 was $5.0 million, compared to
$3.8  million  for  1995.  The increase in interest expense of 32% is directly
related  to  the  32%  increase  in  the  average  volume  of interest-bearing
liabilities.  Interest-bearing liabilities averaged $97.5 million in 1996 with
an  average  rate  of  5.09%  compared  to  an average of $73.7 million and an
average  rate  of  5.10%  during  1995.    Although  the general interest rate
environment  decreased  during  1996,  which  resulted  in  the Bank repricing
non-time  and  maturing  time deposits at lower market rates, the Bank offered
several  deposit  promotions  during  the  year  to increase the level of core
deposits  as  required  to  meet  loan growth demands.  The combination of the
above  two  factors  resulted in the average rate on interest-bearing deposits
remaining  fairly  constant  between  1995  and  1996.

PROVISION  FOR  LOAN  LOSSES
     The  amount  charged to the provision for loan losses by the Bank and the
Finance  Company  is based on management's judgment as to the amounts required
to  maintain  an allowance adequate to provide for inherent losses in the loan
portfolio.    The level of this allowance is dependent upon growth in the loan
portfolios;  the  total  amount  of past due loans; nonperforming loans; known
loan  deteriorations  and/or  concentrations  of  credit;  trends in portfolio
volume,  maturity  and  composition;  projected  collateral  values;  general
economic  conditions;  and  management's  assessment of potential losses based
upon internal credit grading of the loans and periodic reviews and assessments
of  credit  risk  associated  with  particular  loans.

     While  it  is  the  Company's  policy to charge-off in the current period
loans  in  which  a loss is considered probable, there are additional risks of
future losses which cannot be quantified precisely or attributed to particular
loans  or classes of loans.  Management uses the best information available to
make  evaluations,  however,  future  adjustments  to  the  allowance  may  be
necessary  if  economic  conditions  differ substantially from the assumptions
used  in  making  evaluations.    The  Company  is  also subject to regulatory
examinations and determinations as to the adequacy of the allowance, which may
take  into  account  such  factors  as  the  methodology used to calculate the
allowance  for  loan  losses  and the size of the allowance in comparison to a
group  of  peer  companies  identified  by  the  regulatory  agencies.

     During  1996,  $516,000  was  charged  to  the provision for loan losses,
compared  to $277,000 for 1995.  The increase in the provision was a result of
(1)  the  higher  net  originations  between 1995 and 1996 of $27.2 million as
compared  to  net originations of $15.7 million between 1994 and 1995; and (2)
the larger percentage of the Finance Company's loans to the consolidated total
as  these  generally  have  higher  inherent  risk  than do loans of the Bank.
Estimates  charged  to  the  provision  for  loan  losses based on the factors
discussed  above  are  adjusted  as  necessary.    At  December  31, 1996, the
allowance  for  loan losses was $1.5 million or 1.43% of total loans, compared
to  $1.1  million  or  1.41%  of  total  loans  at  December  31,  1995.

     The  Company  continues  to  maintain  a  high  quality  loan  portfolio.
Although loan volume increased 36% during the past year, the majority of which
was  a  result  of  the  Bank's  internal  growth,  total nonperforming assets
remained at a very low level in comparison to peer banks.  Loans on nonaccrual
at  December  31,  1996  totaled $110,000 or .10% of outstanding loans.  There
were  no  loans  on  nonaccrual at December 31, 1995.  Generally, loans of the
Bank  are  placed on nonaccrual status at the earlier of when they are 90 days
past  due  or  when the collection of the loan becomes doubtful.  Loans of the
Finance  Company  are  not  classified as nonaccrual, but are charged-off when
such  become  150 days contractually past due or earlier if the loan is deemed
uncollectible.    At  December  31, 1996 and 1995, the Bank held no other real
estate  owned  acquired in partial or total satisfaction of problem loans.  At
December  31,  1996,  one loan totaling $110,000 was considered impaired under
the  definitions  of Statement of Financial Accounting Standards No. 114.  The
related  impairment allowance at the current year end was zero.  There were no
impaired  loans  at  December  31,  1995.

     For  the  year  ended  December  31,  1996,  the  Company  reported  net
charge-offs  of  $154,000,  which  is  a  result  of  the  Finance Company net
charge-offs  of  $125,000  (4.85%  of  average  loans  of the Finance Company)
combined  with the Bank's net charge-offs of $29,000 (.03% of average loans of
the  Bank)  for the year.  This is compared to consolidated net charge-offs of
$59,000  for  the  year  ended  December 31, 1995.  Loans past due 90 days and
greater totaled $200,000 or 0.19% of gross loans at December 31, 1996 compared
to $9,000 or .01% of gross loans at December 31, 1995.  The allowance for loan
losses  at  December  31,  1996  represents  management's estimate of inherent
losses  in  the  loan  portfolio  at  that  date.

OTHER  INCOME  AND  OTHER  EXPENSES
     Other  income,  which  is primarily service charges on customers' deposit
accounts;  credit  card  interchange fees; credit card merchant discount fees;
commissions  on  nondeposit  investment  product  sales  and insurance product
sales;  and  mortgage  origination  fees,  was  $980,000  in  1996 compared to
$611,000  in  1995,  or  an  increase of 60%.  The majority of the increase is
related to the increase in insurance commission fee income ($119,000 or 32% of
the  increase)  related  to the higher level of activity for both the Bank and
the  Finance Company.  Included in this amount is commissions on annuity sales
made  in  the  Bank's  nondeposit  investment sales department which increased
$52,000  during 1996 as compared to 1995.  Also included is earned commissions
on  credit-related  insurance  products generated by the Finance Company which
increased  $61,000  during  the  same  period  primarily related to the higher
number  of  offices  operating  in 1996 as compared to 1995.  A portion of the
higher amount in other income is related to the increase in the number of Bank
deposit  accounts and transactions subject to service charges and fees (10% of
the  increase  or  $38,000) and the higher volume of transactions and merchant
activity in the Bank's credit card portfolio ($50,000 or 14% of the increase).
The  remainder  of the increase is related to (1) late charge income and other
income  generated  by the Finance Company in 1996 related to the higher number
of  offices  and  customer  accounts  as compared to the prior year; and (2) a
higher  level  of  activity  in  the  Bank's nondeposit financial services and
brokerage  department  in 1996 which accounted for $135,000 of the increase or
36%.

     For  the  year  ended  December  31, 1996, total other expenses were $4.4
million  which  is  an  increase of 27% over the amount incurred for the prior
year of $3.5 million.  The most significant item included in other expenses is
salaries,  wages  and  benefits  which  amounted  to  $2.3 million for 1996 as
compared  to  $1.7  million  for  1995.   The increase of $600,000 or 35% is a
result  of  (1) normal annual raises; (2) the Bank increasing the total number
of  employees  related  to  the  opening  of  the new branch in August 1995 by
approximately  16%;  and  (3) the Finance Company's operations which accounted
for  $294,000 or 49% of the increase due to the opening of additional branches
throughout  1995  and  1996.

     The  26%  ($81,000)  increase in occupancy expenses and the 18% ($62,000)
increase  in  furniture, fixtures, and equipment ("FFE") between 1995 and 1996
are  primarily  related  to (1) expenses associated with the operations of the
second  Bank  branch  which  opened  in  August  1995; and (2) the addition of
Finance  Company  branches  throughout  1995  and  1996.

     Included  in  the  line  item "other operating expenses", which increased
$189,000  or  17%  between  1995  and  1996,  are charges for OCC assessments;
property and bond insurance; automated teller machine switch fees; credit card
expenses;  professional  services;  education  and  seminars;  advertising and
public relations; and other branch and customer related expenses.  These items
are  related  directly  to  the  normal operations of the Bank and increase in
relation  to  the  increase in assets, the higher level of transaction volume,
and the larger number of customer accounts.  The Bank's activity accounted for
a  net  $62,000 increase (33% of the total increase), primarily related to the
increased  level  of  activity and number of accounts as compared to the prior
year,  and  the  higher telephone, advertising, courier, and supplies expenses
associated with the second Bank branch added in August 1995.  The remainder of
the  consolidated  increase, or $126,000, was generated by the activity of the
Finance  Company  with  ten operational offices in the during 1996 compared to
eight  for  the  prior  year  (of which three were added after mid-year 1995),
primarily  related  to  credit  reports,  license  fees,  acquisition  premium
amortization,  and  office  support.

INCOME  TAXES
     For  the  year  ended December 31, 1996, the Company reported $644,000 in
income  tax  expense,  or  an  effective tax rate of 39%.  This is compared to
income tax expense of $312,000 for the prior year, or an effective tax rate of
37%.    The  increase  of  the  effective  rate in 1996 is related to the full
utilization  of  net  operating  loss  carryforwards  in  prior  years.


EARNINGS  ANALYSIS
1995  vs.  1994

NET  INTEREST  INCOME
     Net interest income, the difference between the interest earned on assets
and  the  interest  paid for the liabilities, was reported at $4.0 million for
1995,  a  35% increase from the 1994 net interest income of $2.9 million.  The
increase in this amount is related to (1) the increase in the loan and deposit
activity  as  the  Bank  expanded with the addition of a new location; (2) the
increasing interest rate environment experienced during 1994 through mid-1995;
and (3) the loans of Freedom Finance, operational for the entire year in 1995,
which  contributed  $451,000 or 11% to the consolidated net interest income in
1995.

     For  the  year ended December 31, 1995, the Company's net interest margin
was  4.41%, compared to 3.93% for 1994.  The net interest margin is calculated
as  net  interest  income  divided by average earning assets.  The increase is
primarily  related  to  the  prime rate increases during 1994 and 1995 and the
contribution  of  the Finance Company's loans.  The yield on a majority of the
Company's  earning  assets  adjusts simultaneously with changes in the general
level  of interest rates.  The prime lending rate increased from an average of
7.13%  in  1994  to  an  average  of  8.83%  during  1995.

INTEREST  INCOME
     For  the  year  ended  December  31,  1995,  the Company's earning assets
averaged  $90.2  million  and had an average yield of 8.58%.  This compares to
average  earning  assets  of  $74.8  million  for 1994, yielding approximately
7.04%.    Thus, the increase in volume of approximately 21%, combined with the
increase  in  average  yield of 154 basis points, accounts for the increase in
interest  income  of  $2.5  million  or  47%  between  1994  and  1995.

     The  majority  of the Company's loans are tied to the prime rate. And, as
loans  represented  approximately  74% of average earning assets in 1995, this
has meant that the general rise in the level of interest rates during 1994 and
into  1995  has had a positive impact on the Company's earnings.  During 1995,
loans  averaged  $66.5 million yielding an average of 9.64%, compared to $54.2
million yielding 7.96% in 1994.  The increase in the average yield on loans is
directly  related to the 170 basis point increase in the average prime rate in
1995  compared  to  1994  and  the  contribution of the Finance Company loans.

     In  addition  to  the increase in the average yield on loans, the general
rising  interest  rate  environment provided the Company with opportunities to
invest  in  and reinvest maturities of investment securities at higher current
market  rates,  thus increasing the overall yield on the investment portfolio.
Investment  securities averaged $17.2 million or 19% of average earning assets
and yielded 5.54% during 1995, compared to average securities of $15.6 million
yielding  4.75%  for  1994.

INTEREST  EXPENSE
     The  Company's  interest  expense  for 1995 was $3.8 million, compared to
$2.3 million for 1994.  The increase in the average volume of interest-bearing
liabilities of 20%, combined with the 135 basis point increase in average rate
on  interest-bearing liabilities, are the primary contributors to the increase
in  interest expense in 1995.  The increase in average rate is a direct result
of the general increases in rates during 1994 and into 1995.  Interest-bearing
liabilities  averaged  $71.7  million  in  1995  with an average rate of 5.25%
compared  to  an  average of $59.7 million and an average rate of 3.89% during
1994.

PROVISION  FOR  LOAN  LOSSES
     The  amount charged to the provision for loan losses by the Bank is based
on  management's  judgment as to the amounts required to maintain an allowance
adequate  to provide for potential losses in the loan portfolio.  During 1995,
$277,000  was  charged  to the provision for loan losses, compared to $168,000
for  1994.    The increase in the provision was a result of (1) the higher net
originations between 1995 and 1994 as compared to 1993 to 1994; and (2) a full
year  of  loan  growth  for  the  Finance  Company, which generally has higher
inherent  risk  in  its  portfolio than does the Bank, thus its provision as a
percent  of  outstanding  loans  is  generally  higher  than that of the Bank.

     Net  loan  charge-offs  as a percent of average loans has remained low in
1995  at  .09% or approximately $59,000.  This is compared to $61,000 net loan
charge-offs  during  1994 or .11% of average loans.  Loans past due 30 days or
more  totaled  $149,000  or  .2% of total loans at December 31, 1995.  This is
compared  to  $338,000  past  due  30  days  or more or .56% of total loans at
December 31, 1994.  The amount of loans past due in excess of 90 days included
in  the  previous totals was minor in both 1995 and 1994.  There were no loans
on  nonaccrual  at December 31, 1995 and only $37,000 of the Bank's loans were
classified  as  nonaccrual  at December 31, 1994.  At December 31, 1995, there
were  no  nonperforming  assets, which include nonaccrual loans and other real
estate  owned  acquired  in  partial  or  total satisfaction of problem loans.
Total nonperforming assets were only .06% of total loans at December 31, 1994.
The  allowance  for  loan  losses at December 31, 1995 represents management's
estimate  of  potential  future  losses  in  the  loan portfolio at that date.

OTHER  INCOME  AND  OTHER  EXPENSES
     Other  income,  which  is primarily service charges on customers' deposit
accounts;  credit  card  interchange fees; credit card merchant discount fees;
nondeposit  investment product sales commissions; and mortgage origination and
other  fees  on loans, was $611,000 in 1995 compared to $345,000 in 1994.  The
increase  of  77%  is  primarily  related to the higher volume of consumer and
merchant  transactions generating fee income related to the Bank's credit card
program  (approximately  $49,000  or 18% of the increase); the higher level of
commercial and consumer loan originations of the Bank generating fees ($49,000
of  the  increase);  the  contribution  of the Finance Company which generated
earned  insurance  commissions, late fees and other income for the entire year
of  1995,  compared  to 2 months in 1994 ($90,000 or 34% of the increase); and
the  increase  in  the  level of activity of the nondeposit investment product
sales generating commission fees (which increased $33,000 or 13% of the total)
and  mortgage  department  originations  ($51,000  of  the  increase  or 19%).

     For  the  year ended December 31, 1995, total overhead expenses were $3.5
million  which is an increase of 48% from the 1994 total of $2.3 million.  The
most  significant  item  included  in overhead expenses is salaries, wages and
benefits which amounted to $1.7 million in 1995 as compared to $1.1 million in
1994.    The $652,000 or 62% increase is a result of (1) normal annual raises;
(2)  salary and benefits associated with the increase in Bank personnel of 33%
(27 full time equivalent ("FTE") employees at December 31, 1994 compared to 36
FTE  for  1995  year  end);  and  (3) the Finance Company's personnel expenses
totaling $330,000 or 19% of the consolidated total for the entire year of 1995
versus  personnel  expenses  for  only  3 months in 1994.  The Finance Company
ended  1995  with  22  FTE  employees  compared to 7 FTE at December 31, 1994.

     The  $109,000  or  53%  increase  in  occupancy  and  the $106,000 or 44%
increase  in furniture, fixtures and equipment expenses are a direct result of
(1) the new Bank branch which commenced operations in August 1995; and (2) the
addition of 5 branch locations of the Finance Company between May and December
1995, combined with the initial 3 branches which were operational for the full
year  of  1995  compared  to  only  2  months  in  1994.

     Included  in  the  line  item "Other operating expenses", which increased
$254,000  or  30%  during  1995, are OCC assessments; FDIC insurance premiums;
property  and  bond  insurance premiums; automated teller machine switch fees;
credit  card  program  expenses;  professional services; education and seminar
costs; advertising and public relations; and other branch and customer-related
expenses.    These  items are related directly to the normal operations of the
Bank  and  increase in relation to the increase in assets, the higher level of
transaction  volume,  and  the larger number of customer accounts.  The Bank's
activity  accounted  for  approximately  $73,000 or 29% of the increase.  This
amount  equates  to  a  9% net increase in the total amount of other operating
expenses  for  the  Bank  from  1994 to 1995.  The remaining increase in other
operating  expense  (approximately  $181,000)  is  related to the full year of
operations  of  the  8  branches  of  the  Finance Company and includes credit
reports,  office  support  and  forms,  insurance  claims,  and  other expense
associated  with  the  normal  operations  of  Freedom.

PROVISION  FOR  INCOME  TAXES
     Net income for 1995 includes a provision for income taxes of $312,000 for
an effective tax rate of 37%, compared to a tax provision of $109,000 for 1994
which  relates to an effective tax rate of approximately 14%.  The increase in
the tax provision for 1995 relates to the 9% increase in pretax net income and
the  utilization  of  operating  loss  carryforwards  during  1994.


LIQUIDITY

     Liquidity  management  involves meeting the cash flow requirements of the
Company.    The Company  must maintain an adequate liquidity position in order
to  respond  to  the  short-term  demand  for funds caused by withdrawals from
deposit  accounts,  maturities of repurchase agreements, extensions of credit,
and  for  the payment of operating expenses.  Maintaining an adequate level of
liquidity  is accomplished through a combination of liquid assets, those which
can  easily be converted into cash, and access to additional sources of funds.
The Company's primary liquid assets are cash and due from banks, federal funds
sold,  unpledged  investment  securities  available for sale, other short-term
investments and maturing loans.  These primary liquidity sources accounted for
17%  and 20% of average assets for the years ended December 31, 1996 and 1995,
respectively.   In management's opinion, the Company maintains adequate levels
of  liquidity  by  retaining  sufficient liquid assets and assets which can be
easily  converted  into  cash  and by maintaining access to various sources of
funds.   The primary sources of funds available through the Bank include lines
of  credit  through  the  Federal  Home  Loan  Bank  and Federal Reserve Bank,
purchasing  federal  funds  from  other financial institutions, and increasing
deposits  by  raising  rates  paid.

     Summit  Financial  Corporation  ("Summit  Financial"), the parent holding
company,  has limited liquidity needs.  Summit Financial requires liquidity to
pay limited operating expenses, to service its debt, and to provide funding to
its  consumer  finance subsidiary, Freedom Finance.  Summit Financial has $1.8
million  in available liquidity remaining from its initial public offering and
the  retention of earnings.  All of this liquidity was advanced to the Finance
Company  to  fund its operations as of December 31, 1996.  In addition, Summit
Financial  has available lines of credit totaling $3 million with unaffiliated
financial  institutions,  of which $2.95 million was available at December 31,
1996.   A further source of liquidity for Summit Financial includes management
fees  and  debt  service  which are paid by its subsidiary on a monthly basis.

     Liquidity  needs  of  Freedom  Finance, primarily for the funding of loan
originations,  acquisitions,  and  operating  expenses, have been meet to date
through  the  initial capital investment of $500,000 made by Summit Financial,
borrowings  from  an unrelated private investor, and line of credit facilities
provided  by  Summit  Financial  and  Summit  National Bank, a sister company.

     The  Company's  management believes its liquidity sources are adequate to
meet  its  operating  needs  and  does  not  know  of  any  trends,  events or
uncertainties that may result in a significant adverse affect on the Company's
liquidity  position.

EFFECT  OF  INFLATION  AND  CHANGING  PRICES

     The  consolidated  financial  statements have been prepared in accordance
with generally accepted accounting principles which require the measurement of
financial  position  and results of operations in terms of historical dollars,
without  consideration  of  changes in the relative purchasing power over time
due  to  inflation.

     Unlike most other industries, virtually all of the assets and liabilities
of  a  financial  institution  are  monetary in nature.  As a result, interest
rates  generally  have  a more significant effect in a financial institution's
performance  than  does  the  effect  of  inflation.

     The  yield  on  a  majority  of  the  Company's  earning  assets  adjusts
simultaneously  with  changes in the general level of interest rates.  Most of
the Company's liabilities are issued with fixed terms and can be repriced only
at  maturity.    During  periods of rising interest rates, as experienced from
1994 through mid-1995, the Company's assets reprice faster than the supporting
liabilities.    This  causes  an increase in the net interest margin until the
deposits  mature  and  are  repriced  at  higher  current  market  rates, thus
narrowing the difference between what the Company earns on its assets and what
it  pays  on  its  liabilities.    Given  the  Company's current balance sheet
structure, the opposite effect (that is, a decrease in net interest income) is
realized  in  a falling rate environment as was experienced in the latter part
of  1995  and  into  1996.

ACCOUNTING,  REPORTING  AND  REGULATORY  MATTERS

     On  March  31,  1995,  the  FASB issued SFAS No. 121, "Accounting for the
Impairment  of  Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
which  is effective for financial statements issued for fiscal years beginning
after  December  15, 1995.  SFAS No. 121 provides guidance for recognition and
measurement  of  impairment  of  long-lived  assets,  certain  identifiable
intangibles,  and  goodwill  related  both  to  assets to be held and used and
assets  to  be disposed of.  Based on the Company's current balance sheet, the
adoption  of  this  statement  has  not  had a material effect on the Company.

     In  May  1995,  the  FASB  issued  SFAS No. 122, "Accounting for Mortgage
Servicing  Rights,  an  amendment  of  SFAS  No.  65"  which  is  effective
prospectively  for  years  beginning  after  December 15, 1995.  The statement
requires  the  recognition of an asset for the right to service mortgage loans
for  others, regardless of how those rights were acquired (either purchased or
originated).    Further, it amends SFAS 65 to require assessment of impairment
based  on  fair  value.    Based  upon  the Company's present mortgage lending
operation,  which  includes  pre-selling all mortgages servicing released, the
adoption  of  this  statement  has  not  had a material effect on the Company.

     In  October  1995,  the  FASB  issued SFAS No. 123, "Accounting for Stock
Based  Compensation".    This  statement is effective for financial statements
issued  for  fiscal  years  beginning  after  December 15, 1995.  SFAS No. 123
provides  guidance  on  the  valuation of compensation costs arising from both
fixed  and  performance stock compensation plans.  SFAS No. 123 encourages but
does  not  require  entities to account for stock compensation awards based on
their  estimated  fair  value  on  the  date  they  are granted.  Entities can
continue  to  follow  current  accounting requirements, which generally do not
result  in an expense charge for most options.  However, they must disclose in
a  footnote  to  their  financial statements what the effect on net income and
earnings  per  share  would  have  been  had  they  recognized expense for the
options.    The  Company  has  continued  its  current  accounting  practice.
Therefore,  the  adoption  of  this  statement  has  not  had an effect on the
Company's  operating results, but merely expanded its footnotes to include the
required  proforma  disclosures.

     In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and
Servicing  of  Financial  Assets  and  Extinguishment  of  Liabilities."  This
statement  will become effective for transactions occurring after December 31,
1996.    The  statement uses a "financial components" approach that focuses on
control  to  determine  the  proper  accounting for financial asset transfers.
Under  that  approach, after financial assets are transferred, an entity would
recognize  on  its balance sheet all assets it controls and liabilities it has
incurred.    The entity would remove from the balance sheet those assets it no
longer  controls  and  liabilities  it  has  satisfied.   The Company does not
anticipate  that adoption of this statement will have a material effect on the
Company's  financial  statements  in  1997.
     In  December  1996,  the  FASB  issued  SFAS  No.  127,  "Deferral of the
Effective  Date  of  Certain Provisions of SFAS No. 125", an amendment to SFAS
No.  125  which  is  effective  December  31, 1996.  This statement delays the
effective  date of certain provisions of SFAS No. 125 until December 31, 1997.
The  amended  provisions  include  those related to the transfers of financial
assets  and  secured  borrowings.    The provisions in SFAS No. 125 related to
servicing  assets  and  liabilities  are  not  delayed by this amendment.  The
Company  does  not  anticipate  that  adoption  of  this  standard will have a
material  effect  on  the  Company's  financial  statements.




<PAGE>
ITEM  8.          FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
<TABLE>
<CAPTION>

                              SUMMIT FINANCIAL CORPORATION
                              CONSOLIDATED BALANCE SHEETS


                                                           December 31,   December 31,
                                                               1996           1995
                                                           -------------  -------------
ASSETS
<S>                                                        <C>            <C>

Cash and interest-bearing deposits                         $   6,026,267  $   6,345,071
Federal funds sold                                             3,000,000      9,100,000
Investment securities available for sale (amortized cost      18,510,478     20,085,151
 of $18,510,478 and $19,994,851)
Investments in stock of Federal Reserve Bank, Federal            634,340        512,340
Home Loan Bank and other, at cost
Loans, net of unearned income and net of allowance           101,204,867     74,644,469
for loan losses of $1,486,873 and $1,067,584
Premises and equipment, net of accumulated                     2,501,937      2,735,630
depreciation and amortization of $1,167,110
and $848,837
Accrued interest receivable                                      940,479        780,514
Other assets                                                   1,343,798        868,507
                                                           -------------  -------------
                                                           $ 134,162,166  $ 115,071,682
                                                           =============  =============
LIABILITIES AND SHAREHOLDERS'
EQUITY
Deposits:
 Demand                                                    $  17,484,409  $  13,863,019
 Interest-bearing demand                                       6,227,317      4,891,911
 Savings and money market                                     23,366,281     28,181,365
 Time deposits, $100,000 and over                             25,392,780     19,777,667
 Other time deposits                                          45,334,608     32,605,103
                                                           -------------  -------------
                                                             117,805,395     99,319,065
Securities sold under repurchase agreements                      761,047        569,933
Federal funds purchased                                                -        991,000
Other borrowings                                               2,550,000      2,000,000
Accrued interest payable                                         822,911        718,917
Other liabilities                                                585,915        809,265
                                                           -------------  -------------
     Total liabilities                                       122,525,268    104,408,180
                                                           -------------  -------------
Shareholders' equity:
 Common stock, $1.00 par value; 20,000,000 shares              1,334,409      1,267,251
authorized; 1,334,409 issued and outstanding
 Additional paid-in capital                                   10,254,039      9,342,451
 Retained earnings                                                48,450              -
 Unrealized net gain on investment securities
available for sale, net of income taxes                                -         53,800
                                                           -------------  -------------
     Total shareholders' equity                               11,636,898     10,663,502
Commitments and contingencies
                                                           $ 134,162,166  $ 115,071,682
                                                           =============  =============
<FN>

See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

                                SUMMIT FINANCIAL CORPORATION
                           CONSOLIDATED STATEMENTS OF OPERATIONS

                                                           For the Years Ended December 31,
                                                         ----------------------------------

                                                         1996         1995         1994
                                                     ------------  -----------  -----------
<S>                                                  <C>           <C>          <C>

Interest Income:
 Interest on loans                                   $ 8,923,573   $6,410,423   $4,317,602 
 Interest on taxable securities                        1,240,996      952,889      739,277 
 Interest on nontaxable securities                        29,165            -            - 
 Interest on federal funds sold                          207,446      218,602      128,840 
 Other interest income                                   145,525      153,973       79,908 
                                                     ------------  -----------  -----------
                                                      10,546,705    7,735,887    5,265,627 
                                                     ------------  -----------  -----------
Interest Expense:
 Interest on deposits                                  4,752,790    3,574,912    2,216,627 
 Other interest expense                                  211,013      184,898      107,233 
                                                     ------------  -----------  -----------
                                                       4,963,803    3,759,810    2,323,860 
                                                     ------------  -----------  -----------
Net interest income                                    5,582,902    3,976,077    2,941,767 
Provision for loan losses                               (516,100)    (277,000)    (167,868)
                                                     ------------  -----------  -----------
Net interest income after provision for loan losses    5,066,802    3,699,077    2,773,899 
                                                     ------------  -----------  -----------
Other Income:
 Service charges and fees on                             173,920      136,201      136,172 
deposit accounts
 Credit card fees and income                             217,354      167,100      117,962 
 Insurance commissions                                   182,168       62,787        3,692 
 Other income                                            406,902      244,955       86,815 
                                                     ------------  -----------  -----------
                                                         980,344      611,043      344,641 
                                                     ------------  -----------  -----------
Other Expenses:
 Salaries, wages and benefits                          2,310,917    1,711,248    1,059,622 
 Occupancy                                               395,389      313,919      204,958 
 Furniture, fixtures and equipment                       410,426      348,309      242,151 
 Other operating expenses                              1,284,640    1,096,049      841,655 
                                                     ------------  -----------  -----------
                                                       4,401,372    3,469,525    2,348,386 
                                                     ------------  -----------  -----------
Net income before income taxes                         1,645,774      840,595      770,154 
Provision for income taxes                              (644,000)    (312,000)    (109,000)
                                                     ------------  -----------  -----------
Net income                                           $ 1,001,774   $  528,595   $  661,154 
                                                     ============  ===========  ===========

Net income per common share:
  Primary                                            $      0.71   $     0.38   $     0.49 
  Fully diluted                                      $      0.71   $     0.38   $     0.49 
Average shares outstanding:
  Primary                                              1,410,775    1,404,404    1,341,055 
  Fully diluted                                        1,410,775    1,404,404    1,341,055 
<FN>

See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>




<PAGE>
<TABLE>
<CAPTION>

                                                   SUMMIT FINANCIAL CORPORATION
                                          CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                       FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994


                                             Shares      Amount     Additional      Retained      Unrealized net        Total
                                                                     paid-in        earnings      gain (loss) on    shareholders'
                                                                     capital      (accumulated      investment         equity
                                                                                    deficit)        securities
                                                                                                  available for
                                                                                                   sale, net of
                                                                                                   income taxes
                                                                                                 ----------------         
<S>                                         <C>        <C>         <C>           <C>             <C>               <C>

Balance at December 31, 1993                1,149,693  $1,149,693  $ 8,869,487       ($590,210)          ($1,701)  $    9,427,269 
Cash in lieu of fractional shares from
 stock distribution                                 -           -       (1,902)              -                 -           (1,902)
Net income for the year ended
 December 31, 1994                                  -           -            -         661,154                 -          661,154 
Change in unrealized net gain (loss) on
 investment securities available for sale,
 net of income taxes                                -           -            -               -          (237,894)        (237,894)
Issuance of 5% stock distribution              57,474      57,474       10,675         (68,149)                -                - 
Cash in lieu of fractional shares from
 stock distribution                                 -           -            -          (2,795)                -           (2,795)
                                            ---------  ----------  ------------  --------------  ----------------  ---------------
Balance at December 31, 1994                1,207,167   1,207,167    8,878,260               -          (239,595)       9,845,832 
Net income for the year ended
 December 31, 1995                                  -           -            -         528,595                 -          528,595 
Change in unrealized net gain (loss) on
 investment securities available for sale,
 net of income taxes                                -           -            -               -           293,395          293,395 
Issuance of 5% stock distribution              60,084      60,084      464,191        (524,275)                -                - 
Cash in lieu of fractional shares from
 stock distribution                                 -           -            -          (4,320)                -           (4,320)
                                            ---------  ----------  ------------  --------------  ----------------  ---------------
Balance at December 31, 1995                1,267,251   1,267,251    9,342,451               -            53,800       10,663,502 
Net income for the year ended
 December 31, 1996                                  -           -            -       1,001,774                 -        1,001,774 
Change in unrealized net gain (loss) on
 investment securities available for sale,
 net of income taxes                                -           -            -               -           (53,800)         (53,800)
Employee stock options exercised                3,728       3,728       23,568               -                 -           27,296 
Issuance of 5% stock distribution              63,430      63,430      888,020        (951,450)                -                - 
Cash in lieu of fractional shares from
 stock distribution                                 -           -            -          (1,874)                -           (1,874)
                                            ---------  ----------  ------------  --------------  ----------------  ---------------
 Balance at December 31, 1996               1,334,409  $1,334,409  $10,254,039   $      48,450   $             -   $   11,636,898 
                                            =========  ==========  ============  ==============  ================  ===============

<FN>

See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>





<PAGE>
<TABLE>
<CAPTION>

                                    SUMMIT FINANCIAL CORPORATION
                                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                    For the Years Ended December 31,
                                                                    --------------------------------

                                                             1996           1995           1994
                                                         -------------  -------------  -------------
<S>                                                      <C>            <C>            <C>

Cash flows from operating activities:
Net income                                               $  1,001,774   $    528,595   $    661,154 
Adjustments to reconcile net income to net cash
 provided by operating activities:
Provision for loan losses                                     516,100        277,000        167,868 
Depreciation and amortization                                 318,274        255,116        174,712 
Loss (gain) on sale and disposal of fixed assets                    -          1,293        (22,320)
Net amortization (accretion) of net premium                    22,668         (8,108)         1,585 
(discount) on investment securities
Increase in accrued interest receivable                      (159,965)      (227,928)      (175,515)
Increase in other assets                                     (344,291)      (369,765)       (47,861)
Increase in accrued interest payable                          103,994        353,147         86,179 
(Decrease) increase in other liabilities                     (186,850)       380,156        235,269 
Deferred income taxes                                        (131,000)       (52,000)      (174,000)
                                                         -------------  -------------  -------------
     Net cash provided by operating activities              1,140,704      1,137,506        907,071 
                                                         -------------  -------------  -------------
Cash flows from investing activities:
Purchases of securities held to maturity                            -       (512,522)      (500,000)
Proceeds from maturities of securities held to maturity             -        208,772      1,280,973 
Purchases of investment securities available for sale      (8,692,842)    (9,606,427)    (6,335,376)
Proceeds from maturities and sales of investment           10,154,547      5,700,000      4,149,965 
securities available for sale
Purchases of investments in FHLB and other stock             (122,000)       (14,000)      (112,240)
Net increase in loans                                     (25,922,171)   (14,940,423)    (9,988,142)
Purchases of finance loans receivable                      (1,154,327)      (531,604)      (283,528)
Purchases of premises and equipment                           (84,581)    (1,832,673)      (804,345)
Proceeds from sale of premises and equipment                        -              -         36,900 
                                                         -------------  -------------  -------------
     Net cash used by investing activities                (25,821,374)   (21,528,877)   (12,555,793)
                                                         -------------  -------------  -------------
Cash flows from financing activities:
Net increase in deposit accounts                           18,486,330     31,970,980      6,901,719 
Net (decrease) increase in securities sold under             (799,886)    (2,142,712)     2,840,451 
repurchase agreements and federal funds purchased
Proceeds from other borrowings                              2,550,000              -      2,000,000 
Repayments of other borrowings                             (2,000,000)             -              - 
Proceeds from employee stock options exercised                 27,296              -              - 
Cash paid in lieu of fractional shares                         (1,874)        (4,320)        (4,697)
                                                         -------------  -------------  -------------
     Net cash provided by financing activities             18,261,866     29,823,948     11,737,473 
                                                         -------------  -------------  -------------
Net (decrease) increase in cash and cash equivalents       (6,418,804)     9,432,577         88,751 
Cash and cash equivalents, beginning of period             15,445,071      6,012,494      5,923,743 
                                                         -------------  -------------  -------------
Cash and cash equivalents, end of period                 $  9,026,267   $ 15,445,071   $  6,012,494 
                                                         =============  =============  =============
Supplemental information:
Cash paid during year for interest                       $  4,859,809   $  3,406,663   $  2,237,681 
Cash paid during year for income taxes                   $    801,939   $    496,362   $     37,348 
Noncash transfer of investment securities from                      -   $  5,751,248              - 
 held to maturity to available for sale portfolio
Change in market value of investment securities              ($53,800)  $    293,395      ($237,894)
available for sale, net of income taxes

<FN>

See  accompanying  notes  to  consolidated  financial  statements.
</TABLE>





<PAGE>
                         SUMMIT FINANCIAL CORPORATION
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                For the Years Ended December 31, 1996 and 1995

     Summit  Financial  Corporation  (the  "Company"),  a  South  Carolina
corporation,  is  the  parent  holding  company  for Summit National Bank (the
"Bank"),  a nationally chartered bank, and Freedom Finance, Inc. (the "Finance
Company"),  a  consumer  finance  company.

     Through its bank subsidiary, which commenced operations in July 1990, the
Company  provides  a  full  range of banking services, including the taking of
demand  and time deposits and the making of commercial and consumer loans. The
Bank  currently  has  two full-service branches in Greenville, South Carolina.
The  Finance  Company  commenced  operations  in  November  1994 and makes and
services  small,  short-term  installment  loans  and related credit insurance
products  to  individuals  from  its  ten  offices  throughout South Carolina.

NOTE  1  -  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
     The  following  is  a  description  of  the  more  significant accounting
policies  used  in  preparing  the  consolidated  financial  statements.   The
accounting and reporting policies of the Company conform to generally accepted
accounting  principles  ("GAAP")  and  to general practices within the banking
industry.    The  preparation  of financial statements in conformity with GAAP
requires  management  to  make estimates and assumptions.  These estimates and
assumptions  affect  the  reported  amounts  of assets and liabilities and the
disclosure  of  contingent assets and liabilities at the date of the financial
statements.    In  addition,  they  affect  the reported amounts of income and
expense  during  the reporting period.  Actual results could differ from these
estimates  and  assumptions.

PRINCIPLES  OF  CONSOLIDATION  -  The  accompanying  consolidated  financial
statements  include  the  accounts  of  the  Company  and  its  wholly-owned
subsidiaries,  the Bank and the Finance Company.  All significant intercompany
accounts  and  transactions  have  been  eliminated  in  consolidation.

INVESTMENT  SECURITIES    -    Investment  securities  are  accounted  for  in
accordance  with Statement of Financial Accounting Standards ("SFAS") No. 115,
"Accounting  for Certain Investments in Debt and Equity Securities", which was
adopted  by  the  Company on January 1, 1994.  Investments are classified into
three  categories  as  follows:    (1)  Investments  Held  to  Maturity - debt
securities which the enterprise has the positive intent and ability to hold to
maturity,  which are reported at amortized cost; (2) Trading Securities - debt
and  equity securities that are bought and held principally for the purpose of
selling  them  in  the  near  future,  which  are  reported at fair value with
unrealized  gains  and  losses  included  in  earnings;  and  (3)  Investments
Available for Sale - debt and equity securities that may be sold under certain
conditions, which are reported at fair value, with unrealized gains and losses
excluded  from  earnings and reported as a separate component of shareholders'
equity,  net  of  income taxes.  The amortization of premiums and accretion of
discounts  on  investment  securities  are recorded as adjustments to interest
income.    Gains  or losses on sales of investment securities are based on the
net  proceeds  and  the adjusted carrying amount of the securities sold, using
the  specific  identification  method.

LOANS  AND  INTEREST INCOME  -  Loans are carried at principal amounts, net of
unearned income, reduced by an allowance for loan losses.  The Bank recognizes
interest  income  daily  based  on  the principal amount outstanding using the
simple  interest method.  The accrual of interest is generally discontinued on
loans of the Bank which become 90 days past due as to principal or interest or
when  management  believes, after considering economic and business conditions
and  collection  efforts, that the borrower's financial condition is such that
collection  of  interest  is  doubtful.

     Loans of the Finance Company are carried at the gross amount outstanding,
reduced  by  unearned  interest and insurance income, net deferred origination
fees and direct costs, and an allowance for loan losses.  Unearned interest is
deferred at the time the loans are made and accreted to income on a collection
method,  which approximates the level yield method.  Charges for late payments
are  credited  to  income  when  collected.

IMPAIRMENT  OF  LOANS    -    The Company adopted SFAS No. 114, "Accounting by
Creditors  for  Impairment  of  a  Loan"  on  January  1, 1995.  This standard
requires  that  all  creditors  value  loans at the loan's fair value if it is
probable that the creditor will be unable to collect all amounts due according
to  the  terms of the loan agreement.  Fair value may be determined based upon
the  present  value  of  expected  cash  flows,  market  price of the loan, if
available,  or  value  of  the underlying collateral.  Expected cash flows are
required to be discounted at the loan's effective interest rate.  SFAS No. 114
was  amended  by  SFAS No. 118 to allow a creditor to use existing methods for
recognizing  interest  income  on an impaired loan and by requiring additional
disclosures  about  how  a  creditor recognizes interest income on an impaired
loan.  The adoption of the standards required no increase in the allowance for
loan  losses  and  had  no  impact  on  net  income  in  the year of adoption.

     Under  SFAS  No.  114,  as  amended  by  SFAS  No. 118, when the ultimate
collectibility  of  an  impaired  loan's  principal  is  in  doubt,  wholly or
partially,  all  cash receipts are applied to principal.  When this doubt does
not  exist,  cash receipts are applied under the contractual terms of the loan
agreement  first  to  principal  then  to  interest income.  Once the recorded
principal  balance  has been reduced to zero, future cash receipts are applied
to  interest  income,  to  the  extent  that  any  interest has been foregone.
Further  cash  receipts  are  recorded as recoveries of any amounts previously
charged  off.

     A  loan  is  also  considered  impaired  if  its  terms are modified in a
troubled  debt  restructuring  after  January  1,  1995.    For these accruing
impaired  loans, cash receipts are typically applied to principal and interest
receivable  in  accordance  with the terms of the restructured loan agreement.
Interest  income  is  recognized  on  these  loans using the accrual method of
accounting.    As  a  practical  matter,  the  Bank determines which loans are
impaired  through  a  loan  review  process.

     Although  SFAS  No.    114  potentially  applies to all problem loans, it
specifically  states  that  it need not be applied to "large groups of smaller
balance  homogeneous  loans  that  are collectively evaluated for impairment".
Thus, the Company determined that the statement does not apply to its consumer
loan,  credit card or residential mortgage loan portfolios, except that it may
choose  to  apply the statement to certain specific larger loans determined by
management.    In  effect,  these  portfolios  are  covered  adequately in the
Company's  normal  formula  for  determining  loss  reserves.

ALLOWANCE  FOR  LOAN  LOSSES   -  The allowance for loan losses is established
through  a  provision  for  loan  losses charged to operations and reflects an
amount that, in management's opinion, is adequate to absorb inherent losses in
the  existing portfolio.  Additions to the allowance are based on management's
evaluation  of the loan portfolio under current economic conditions, past loan
loss  experience,  and  such  other  factors which, in management's judgement,
deserve  recognition  in  estimating  loan  losses.

     Loans are charged-off when, in the opinion of management, they are deemed
to  be uncollectible.  Recognized losses are charged against the allowance and
subsequent  recoveries  are added to the allowance.  While management uses the
best  information  available  to  make  evaluations, future adjustments to the
allowance  may  be  necessary if economic conditions differ substantially from
the assumptions used in making the evaluations.  The allowance for loan losses
is subject to periodic evaluation by various regulatory authorities and may be
subject to adjustments based upon information that is available to them at the
time  of  their  examination.

LOAN  FEES   - Loan origination fees and direct costs of loan originations are
deferred and recognized as an adjustment of yield by the interest method based
on  the  contractual terms of the loan.  Loan commitment fees are deferred and
recognized  as  an adjustment of yield over the related loan's life, or if the
commitment  expires  unexercised,  recognized  in  income  upon  expiration.

PREMISES  AND  EQUIPMENT    -  Premises  and equipment are stated at cost less
accumulated depreciation and amortization.  Depreciation is recorded using the
straight-line  method  over the estimated useful life of the related assets as
follows:  building, 40 years; furniture and fixtures, 7 years; equipment, 5 to
7  years;  and  vehicles,  3 years.  Amortization of leasehold improvements is
recorded  using  the  straight-line  method  over  the lesser of the estimated
useful  life of the asset or the term of the lease.  Additions to premises and
equipment  and  major  replacements  or  betterments  are  added  at  cost.
Maintenance  and  repairs  and  minor  replacements  are  charged to operating
expense  as  incurred.   When assets are retired or otherwise disposed of, the
cost  and  accumulated depreciation are removed from the accounts and any gain
or  loss  is  reflected  in  income.

INTANGIBLE  ASSETS   - Intangible assets are included in "Other assets" on the
accompanying  consolidated  balance  sheets  and  have unamortized balances of
$787,143  and  $360,152  at  December  31,  1996  and 1995, respectively, with
related  amortization of $106,221; $37,200; and $900 for the years ended 1996,
1995, and 1994, respectively.  Intangible assets consist primarily of goodwill
and  customer  lists resulting from the Finance Company's branch acquisitions.
On  an  ongoing  basis,  the  Company  evaluates  the  carrying value of these
intangible assets and determines whether these assets have been impaired based
upon  an  undiscounted  cash  flow  approach.   Amortization of intangibles is
provided  by  using the straight-line method over the estimated economic lives
of  the  assets,  which  is  generally  from  5  -  7  years.

INCOME  TAXES    -  Income taxes are accounted for in accordance with SFAS No.
109,  "Accounting  for Income Taxes".  Under the asset and liability method of
SFAS  No.  109,  deferred  tax  assets  and liabilities are recognized for the
future  tax  consequences  attributable  to  differences between the financial
statement  carrying  amounts  of  existing  assets  and  liabilities and their
respective  tax bases.  Deferred tax assets and liabilities are measured using
the  enacted  rates  expected to apply to taxable income in the years in which
those  temporary  differences  are expected to be recovered or settled.  Under
SFAS No. 109, the effect on deferred tax assets and liabilities of a change in
tax  rates  is  recognized in income in the period that includes the enactment
date.    Valuation allowances are established to reduce deferred tax assets if
it  is determined to be "more likely than not" that all or some portion of the
potential  deferred  tax  asset  will  not  be  realized.

CASH  AND  CASH EQUIVALENTS  -  Cash includes currency and coin, cash items in
process  of  collection  and  due  from  banks.    Included  in  cash and cash
equivalents  are  federal  funds  sold,  overnight  investments and short-term
investments  with  maturities  of  less  than  three  months.

     For the purposes of reporting cash flows, the Company considers "Cash and
interest-bearing  deposits"  and  "Federal  funds  sold"  to  be cash and cash
equivalents.    These  accounts totaled $9,026,267 and $15,445,071 at December
31,  1996  and  1995,  respectively.

STOCK-BASED  COMPENSATION    -  SFAS  No.  123,  "Accounting  for  Stock-Based
Compensation",  encourages  but  does  not  require  companies  to  record
compensation  cost  for  stock-based  compensation  plans  at fair value.  The
Company has chosen to adopt the disclosure-only provisions of SFAS No. 123 and
continue  to  account  for  stock-based compensation using the intrinsic value
method  prescribed in Accounting Principles Board Opinion No.  25, "Accounting
for  Stock  Issued  to  Employees", and related interpretations.  Accordingly,
compensation  cost for stock options is measured as the excess, if any, of the
quoted  market  price of the Company's stock at the date of the grant over the
amount  an  employee  must  pay  to  acquire  the  stock.

NOTE  2  -  SUBSEQUENT  EVENT
     In  January  1997, the Company entered into separate letters of intent to
acquire  the  loans  receivable  of four unrelated consumer finance companies.
Following  regulatory  approvals,  the acquisitions were completed in February
1997  and  resulted  in  the  establishment of two new branch locations of the
Finance  Company  in  Columbia,  South Carolina and in Conway, South Carolina.
The  receivables  of  the  other  two acquisitions were combined into separate
existing offices of the Finance Company.  The combined cash purchase price for
the  four  transactions to acquire loans receivable totaled $595,000 and gross
loans  receivable of approximately $520,000 were recorded as a result of these
transactions.    No  liabilities  were  assumed  in  any  transaction.

NOTE  3  -  INVESTMENT  SECURITIES
     The  amortized  cost  and market values of investments available for sale
are  as  follows  at  December  31:

<TABLE>
<CAPTION>



                                                1996                                           1995
                                              ---------                                      ---------       
                                    Unreal-    Unreal-                             Unreal-    Unreal-
                        Amortized     ized      ized       Market      Amortized     ized      ized       Market
                          Cost       Gains     Losses       Value        Cost       Gains     Losses       Value
                       -----------  --------  ---------  -----------  -----------  --------  ---------  -----------
<S>                    <C>          <C>       <C>        <C>          <C>          <C>       <C>        <C>

U.S. Treasury due:
  Within 1 year        $ 2,000,993  $  3,499  $      -   $ 2,004,492  $ 2,249,952  $      -  $(11,600)  $ 2,238,352
  After 1, within 5
  years                  3,495,141     4,973   (11,322)    3,488,792    3,502,199    31,300         -     3,533,499
U.S. Government
Agencies due:
  Within 1 year          2,250,944     3,799      (799)    2,253,964    3,417,442         -   (11,500)    3,405,942
  After 1, within 5
  years                  5,988,322    39,984    (8,652)    6,019,654    8,475,040    87,100    (3,000)    8,559,140
  After 5, within 10
  years                    392,968         -   (19,590)      373,378            -         -         -             -
Mortgage-backed
securities:
  5 year balloon
  maturing within 1
  year                           -         -         -             -      360,104     5,300         -       365,404
  5 - 7 year balloon
  maturing within 2 -
  7 years                2,414,716         -   (21,807)    2,392,892    1,618,897         -    (7,300)    1,611,597
  Maturing beyond 10
  years                  1,341,379    11,814         -     1,353,193            -         -         -             -
Municipal securities
maturing beyond 10
years                      626,015     1,500    (3,402)      624,113      371,217         -         -       371,217
                       -----------  --------  ---------  -----------  -----------  --------  ---------  -----------
                       $18,510,478  $ 65,569  $(65,569)  $18,510,478  $19,994,851  $123,700  $(33,400)  $20,085,151
                       ===========  ========  =========  ===========  ===========  ========  =========  ===========
</TABLE>



     Investment  securities  with an aggregate carrying value and market value
of approximately $9,193,000 and $9,220,000, respectively, at December 31, 1996
were  pledged  to  secure  public  deposits,  securities sold under repurchase
agreements,  and  for  other  purposes  as  required  or  permitted  by  law.

     In  1996,  the  Company sold securities with a par value of $750,000 from
its available for sale portfolio for total proceeds of $749,531 and recorded a
gain  on  sale  of  $460.  There were no sales of securities in either 1995 or
1994.


NOTE  4  -  LOANS  AND  ALLOWANCE  FOR  LOAN  LOSSES
     A  summary  of  loans  by  classification  at  December 31 is as follows:
<TABLE>
<CAPTION>


                                          1996           1995
                                      -------------  ------------
<S>                                   <C>            <C>

Commercial                            $ 21,775,428   $14,898,309 
Real estate - commercial                33,474,802    26,888,629 
Real estate - residential               33,140,082    21,482,258 
Construction                             4,517,579     4,909,217 
Installment and other consumer loans    10,216,846     7,691,807 
Other loans and overdrafts                 226,908       211,082 
                                      -------------  ------------
                                       103,351,645    76,081,302 
Less - unearned income                    (659,905)     (369,249)
                                      -------------  ------------
                                       102,691,740    75,712,053 
Less - allowance for loan losses        (1,486,873)   (1,067,584)
                                      -------------  ------------
                                      $101,204,867   $74,644,469 
                                      =============  ============
</TABLE>



     Loans  on  nonaccrual  at  December  31, 1996 totaled $110,000 or .10% of
outstanding  loans.    There were no loans on nonaccrual at December 31, 1995.
If  interest  on  nonaccrual  loans  had  been accrued, such income would have
approximated  $1,800  for the year ended December 31, 1996.  Loans past due in
excess of 30 days  amounted to approximately $449,000 and $149,000 at December
31,  1996 and 1995, respectively.  There were no significant loans past due in
excess  of  90 days included in the above amounts for which interest continued
to  be  accrued.  There were no foreclosed loans or other real estate owned in
any  year  presented.    At December 31, 1996, one loan totaling  $110,000 was
considered  impaired  under  the  definitions  of  SFAS  No. 114.  The related
impairment  allowance  at  December  31,  1996 was zero.  The average impaired
loans  during  1996  was  $27,500.  There were no impaired loans at or for the
year  ended  December  31,  1995.

     The Company makes loans to individuals and small- to mid-sized businesses
for various personal and commercial purposes primarily in the Upstate of South
Carolina.  The Company has a diversified loan portfolio and the Company's loan
portfolio is not dependent upon any specific economic segment.  As of December
31,  1996  the Company had no significant concentrations of credit risk in its
loan  portfolio  other  than  most  loans being located in the same geographic
region.

     The  following  is a summary of activity in the allowance for loan losses
for  the  years  ended  December  31:
<TABLE>
<CAPTION>



                                       1996         1995        1994
                                    -----------  -----------  ---------
<S>                                 <C>          <C>          <C>

Balance, beginning of year          $1,067,584   $  822,143   $696,923 
    Provision for losses               516,100      277,000    167,868 
    Charge-offs                       (386,515)     (90,408)   (68,831)
    Recoveries                         232,704       31,849      7,500 
    Allocation for purchased loans      57,000       27,000     18,683 
                                    -----------  -----------  ---------
Balance, end of year                $1,486,873   $1,067,584   $822,143 
                                    ===========  ===========  =========
</TABLE>



NOTE  5  -  PREMISES  AND  EQUIPMENT
     A  summary  of  fixed  assets  at  December  31  is  as  follows:
<TABLE>
<CAPTION>



                                     1996         1995
                                 ------------  -----------
<S>                              <C>           <C>

Land                             $   483,463   $  483,463 
Building                           1,253,699    1,251,792 
Leasehold improvements               434,093      420,229 
Computer, office equipment           947,050      913,279 
Furniture and fixtures               470,660      458,521 
Vehicles                              80,082       57,183 
                                 ------------  -----------
                                   3,669,047    3,584,467 
Less - accumulated depreciation   (1,167,110)    (848,837)
                                 ------------  -----------
                                 $ 2,501,937   $2,735,630 
                                 ============  ===========
</TABLE>



NOTE  6  -  SECURITIES  SOLD  UNDER  REPURCHASE  AGREEMENTS
     At  December  31,  1996  and  1995, the Company had securities sold under
repurchase  agreements  with customers in the amount of $761,047 and $569,933,
respectively.    Interest  rates  on these repurchase agreements range from 10
basis  points to 25 basis points below the average federal funds sold rate and
averaged  5.2%  and  5.7%, respectively, during 1996 and 1995.  The repurchase
agreements  mature  on a daily basis and rollover under a continuing contract.
Amounts  under  repurchase  agreements  are  secured by U.S. Government agency
securities  with  a  carrying  and  market value of $1,498,000 and $1,499,000,
respectively, at December 31, 1996 and a carrying and market value of $982,000
and $1,006,000, respectively, at December 31, 1995.  The securities underlying
the  repurchase  agreements  were held in safekeeping by an authorized broker.

     The  following  is  a  summary  of  the  average  amounts  outstanding of
securities  sold  under  repurchase  agreements  and  the  maximum  amounts
outstanding  at  any  month-end  for  each  of  the  years  ended December 31:
<TABLE>
<CAPTION>



                             1996       1995       1994
                          ----------  --------  ----------
<S>                       <C>         <C>       <C>

Average outstanding       $1,277,000  $553,000  $  732,000
Maximum at any month-end  $1,745,000  $570,000  $1,149,000
</TABLE>



NOTE  7  -  OTHER  BORROWINGS  &  LINES  OF  CREDIT
     Other  borrowings  at  December  31  are  summarized  as  follows:
<TABLE>
<CAPTION>



                                              1996        1995
                                           ----------  ----------
<S>                                        <C>         <C>

Federal Home Loan Bank advances            $2,000,000  $2,000,000
Line of credit payable to a commercial
 bank due October 1997, bearing interest
 at 7.75% in 1996                              50,000           -
Term loan payable to an individual due
 March 1997, bearing interest at 7.50%
 in 1996                                      500,000           -
                                           ----------  ----------
                                           $2,550,000  $2,000,000
                                           ==========  ==========
</TABLE>



     At  December  31,  1996,  the  Company  had outstanding advances from the
Federal  Home  Loan  Bank  of Atlanta (the "FHLB") totaling $2,000,000 through
Summit National Bank.  The advances bear interest at rates from 5.89% to 6.60%
and  mature  in  $1,000,000  increments  in  October  1997  and  January 1998,
respectively.    The  advances  require  monthly  interest  payments  with the
principal due at maturity.  These advances are secured by a blanket collateral
agreement  with  the  FHLB  pledging  the  Bank's  portfolio of personal first
mortgage  loans.    In  addition  to the advances outstanding, at December 31,
1996,  the  Bank had an available line of credit of $10,000,000 with the FHLB.
Borrowing  under this arrangement can be made with various terms and repayment
schedules  and  with  fixed  or  variable  rates  of  interest.    The blanket
collateral  agreement  which the Company has with the FHLB pledging the Bank's
portfolio  of  personal  first  mortgage  loans as collateral, pertains to any
outstanding  borrowings  under this line of credit, in addition to the current
outstanding  debt  previously  discussed.    Loans  secured by available first
mortgages  at  December  31,  1996  totaled  approximately  $21,849,000.

     In  addition,  at December 31, 1996, the Bank had unused short-term lines
of credit to purchase federal funds from unrelated banks totaling $10,000,000,
of  which  $9,000,000  is  on  an unsecured basis and the remaining $1,000,000
would  require  security  in  the  form  of U.S. Treasury or government agency
obligations.    The interest rate on any borrowings under these lines would be
the  prevailing  market  rate  for  federal  funds purchased.  These lines are
available on a short-term basis for general corporate purposes of the Bank and
have  specified  repayment  deadlines after disbursement of funds.  All of the
lenders  have  reserved  the  right  to  withdraw these lines at their option.

     During 1996, the Company entered into a line of credit arrangement with a
commercial  bank for funding the loans receivable of the Finance Company.  The
line,  which is for a total of $2.2 million, is secured by the common stock of
the  Bank  and  bears interest at the prime lending rate less 50 basis points.
The  line  requires  quarterly  interest payments and matures in October 1997.
Under  the  terms  of  the  line,  the  Company  is  required  to meet certain
covenants,  including minimum capital levels and other performance ratios.  At
December  31, 1996, $50,000 was outstanding under the revolving line of credit
and  $2.15  million  was  available.

     During  1996, the Finance Company entered into a term loan agreement with
an individual who is not affiliated with the Company or its subsidiaries.  The
$500,000  loan  matures  in March 1997, bears interest at a fixed rate of 7.5%
and  is  unsecured.

     The  Company  has an unsecured revolving line of credit with a commercial
bank  in  the  amount of $800,000.  Advances on this line bear interest at the
prime  lending  rate plus 1%.  There were no advances outstanding on this line
at  December  31,  1996  or  1995.

NOTE  8  -  INCOME  TAXES
     A  reconciliation  of  expected  federal  tax  expense,  at the statutory
federal  tax rate of 34%, to consolidated effective income tax expense for the
years  ended  December  31  is  as  follows:
<TABLE>
<CAPTION>



                                  1996      1995        1994
                                --------  ---------  ----------
<S>                             <C>       <C>        <C>

Expected federal income
  tax expense                   $560,000  $285,000   $ 262,000 
Adjustments to income tax:
   Change in beginning of year
    valuation allowance for
    deferred tax assets                -    (3,000)   (159,000)
   State income tax, net of
    federal benefit               29,000    20,000           - 
   Other                          55,000    10,000       6,000 
                                --------  ---------  ----------
Total                           $644,000  $312,000   $ 109,000 
                                ========  =========  ==========
</TABLE>



     Income  tax  expense  for  the  years  ended  December  31 is as follows:
<TABLE>
<CAPTION>



                           1996       1995        1994
                        ----------  ---------  ----------
<S>                     <C>         <C>        <C>

Current tax provision:
  Federal               $ 706,000   $334,000   $ 283,000 
  State                    48,000     30,000           - 
                        ----------  ---------  ----------
                          754,000    364,000     283,000 
                        ----------  ---------  ----------
Deferred tax benefit:
  Federal                (110,000)   (52,000)   (174,000)
  State                         -          -           - 
                         (110,000)   (52,000)   (174,000)
                        ----------  ---------  ----------
Total tax provision     $ 644,000   $312,000   $ 109,000 
                        ==========  =========  ==========
</TABLE>



          The  sources and tax effects of temporary differences that give rise
to  significant  portions  of  the  deferred  tax  assets  and  deferred  tax
liabilities  at  December  31  are  as  follows:

<TABLE>
<CAPTION>


                                                          1996        1995       1994
                                                        ---------  ----------  ---------
<S>                                                     <C>        <C>         <C>

Deferred tax assets:
Allowance for loan losses deferred for tax purposes     $469,000   $ 328,000   $250,000 
Accrual-to-cash adjustment                                17,000      19,000          - 
Unrealized net losses on securities available for sale         -           -    123,000 
Amortization of unamortized start-up costs                     -           -     20,000 
Depreciation for financial reporting in excess
 of amount for income tax reporting                        2,000           -     57,000 
Other                                                     28,000      28,000      1,000 
                                                        ---------  ----------  ---------
Gross deferred tax assets                                516,000     375,000    451,000 
Less: valuation allowance                                (28,000)    (28,000)   (31,000)
                                                        ---------  ----------  ---------
Net deferred tax assets                                  488,000     347,000    420,000 
                                                        ---------  ----------  ---------
Deferred tax liabilities:
Net deferred loan costs                                  (49,000)    (42,000)   (36,000)
Unrealized net gains on securities available for sale          -     (36,500)         - 
Accrual-to-cash adjustment                                     -           -    (25,000)
Accumulated discount accretion                            (6,000)    (13,000)    (5,000)
Depreciation for income tax reporting in excess
 of amount for financial reporting                             -      (7,000)         - 
Other                                                     (5,000)     (9,000)    (7,000)
                                                        ---------  ----------  ---------
Gross deferred tax liabilities                           (60,000)   (107,500)   (73,000)
                                                        ---------  ----------  ---------
Net deferred tax asset                                  $428,000   $ 239,500   $347,000 
                                                        =========  ==========  =========
</TABLE>



          A portion of the change in the net deferred tax asset relates to the
change  in  unrealized  net losses and gains on securities available for sale.
The  related  current period deferred tax benefit of $36,500 has been recorded
directly  to  shareholders'  equity.    The  balance  of the change in the net
deferred  tax  asset  results  from  the  current period deferred tax benefit.

          The  valuation  allowance for deferred income taxes as of January 1,
1995  was  $28,000.   There was no net change in the total valuation allowance
for  1996  which also totaled $28,000 at year end.  During 1995, the valuation
allowance decreased $3,000 from the December 31, 1994 balance of $31,000 based
on  the actual earnings of the Company for that year which provided sufficient
justification  to  recognize  that  portion  of  the  deferred tax asset.  The
valuation  allowance  at  December  31, 1996 is primarily related to state net
operating  loss carryforwards and is established as the Company is not certain
that realization of this portion of net deferred tax asset is more likely than
not  based  on  the  historical lack of taxable income for state tax purposes.

NOTE  9  -  OTHER  INCOME  AND  OTHER  EXPENSES
     Other  income  for  the  years  ended  December  31  are  as  follows:
<TABLE>
<CAPTION>


                                       1996      1995     1994
                                     --------  --------  -------
<S>                                  <C>       <C>       <C>

Late charges and other loan fees     $ 48,927  $ 82,160  $33,490
Mortgage origination fees              51,756    59,982    8,890
Nondeposit product sales commission   177,976    43,433   20,777
Other                                 128,243    59,380   23,658
                                     --------  --------  -------
                                     $406,902  $244,955  $86,815
                                     ========  ========  =======
</TABLE>



     Other  operating expenses for the years ended December 31 are as follows:
<TABLE>
<CAPTION>


                                            1996        1995       1994
                                         ----------  ----------  --------
<S>                                      <C>         <C>         <C>

Advertising and public relations         $  171,488  $  146,098  $149,545
Stationary, printing and office support     261,849     182,100    90,207
FDIC insurance assessment                     2,000      74,513   138,230
Credit card service expenses                171,049     128,150    91,659
Deposit and branch expenses                 143,021     120,528    67,526
Legal and professional fees                 160,191     133,456   122,142
Other                                       375,042     311,204   182,346
                                         ----------  ----------  --------
                                         $1,284,640  $1,096,049  $841,655
                                         ==========  ==========  ========
</TABLE>



NOTE  10  -  RELATED  PARTY  TRANSACTIONS
     In  the  ordinary  course of business, certain of the Company's directors
and  executive  officers are also customers of the Bank.  At December 31, 1996
and 1995 these directors, executive officers, and their related interests were
indebted, both directly and indirectly, to the Bank in the approximate amounts
of  $6,300,000  and  $3,776,000,  respectively.  In the opinion of management,
these  loans  were made under normal credit terms and do not involve more than
the  normal  risk  of  collectability.

     Activity  in  the  related  party loans is as follows for the years ended
December  31:
<TABLE>
<CAPTION>



                                         1996          1995
                                     ------------  ------------
<S>                                  <C>           <C>

Outstanding, beginning of year       $ 3,776,000   $ 3,011,000 
Loans originated and net advances
  on lines of credit                   4,818,000     3,857,000 
Principal collected and proceeds of
  refinanced loans                    (2,294,000)   (3,092,000)
                                     ------------  ------------
Outstanding, end of year             $ 6,300,000   $ 3,776,000 
                                     ============  ============
</TABLE>



     At  December 31, 1996, there were commitments to extend additional credit
to  related  parties  in the amount of approximately $2,731,000.  In addition,
directors,  executive  officers  and  their  related  interests had on deposit
approximately  $6,458,000  and  $7,556,000  at  December  31,  1996  and 1995,
respectively.

NOTE  11  -  COMMITMENTS
     The Bank leases one building under a noncancellable operating lease which
had  an  initial  term  of  five years and was renewed for a five year term in
April  1995.  The lease on the Bank building has an additional option to renew
under substantially the same terms with certain rate escalations.  The Finance
Company  branches are housed in leased facilities which have terms of from two
to  ten  years,  each  with  various renewal options and with monthly payments
ranging  from  $350  -  $1,250  per  month.

     Minimum  rental  commitments  under noncancellable leases at December 31,
1996,  exclusive  of  renewal  options,  are  as  follows:
<TABLE>
<CAPTION>



<S>                       <C>

1997                      $192,000
1998                       179,000
1999                       157,000
2000                        58,000
2001                        21,000
2002 and beyond             31,000
                          --------
Total minimum obligation  $638,000
                          ========
</TABLE>



     Rent  expense  included  in  the  accompanying consolidated statements of
operations  under  the  caption  "Occupancy"  totaled  $179,940, $153,555, and
$93,500  for  each  of  the  years  ended  December  31, 1996, 1995, and 1994,
respectively.

NOTE  12  -  FINANCIAL  INSTRUMENTS  WITH  OFF-BALANCE  SHEET  RISK
     The Company is party to financial instruments with off-balance sheet risk
in the normal course of business to meet the financing needs of its customers.
These  financial  instruments include commitments to extend credit and standby
letters  of  credit  and  involve,  to varying degrees, elements of credit and
interest  rate  risk  in excess of the amount recognized in the balance sheet.

     The  Company's  exposure to credit loss in the event of nonperformance by
the  other  party to the financial instrument for commitments to extend credit
and  standby  letters  of  credit is represented by the contractual amounts of
those  instruments.

     The  Company  uses  the  same  credit  and  collateral policies in making
commitments  and  conditional  obligations  as  it  does  for on-balance sheet
instruments.    The  Company  evaluates  each customer's creditworthiness on a
case-by-case  basis.  The amount of collateral obtained if deemed necessary by
the  Company  upon  extension  of  credit  is  based  on  management's  credit
evaluation.

     Commitments to extend credit are agreements to lend to a customer as long
as  there  is  no  violation  of  any  condition  established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and  may  require  payment of a fee.  Since many of the commitments may expire
without  being  drawn  upon,  the  total commitment amounts do not necessarily
represent  future  cash  requirements.

     At  December  31,  1996,  the  Company's commitments to extend additional
credit,  including  obligations  under  the  Company's  revolving  credit card
program,  totaled approximately $28,733,000, of which approximately $5,763,000
represents  commitments  to  extend  credit  at  fixed  rates  of  interest.
Commitments to extend credit at fixed rates exposes the Company to some degree
of  interest  rate  risk.

     Included  in  the  Company's  total  commitments  are  standby letters of
credit.   Letters of credit are commitments issued by the Company to guarantee
the  performance  of  a  customer  to  a third party and totaled $2,675,000 at
December 31, 1996.  The credit risk involved in the underwriting of letters of
credit  is  essentially the same as that involved in extending loan facilities
to  customers.

NOTE  13  -  PER  SHARE  INFORMATION
     Per  share  information  is  calculated  by  dividing  net  income by the
weighted  average number of common stock and dilutive stock options, which are
common  stock  equivalents,  outstanding  during the period using the modified
treasury  stock  method.    The  primary  and fully diluted earnings per share
calculation  are the same as the average and ending market price were the same
for  the  year.

     The  Company issued 5% stock distributions on June 15, 1993; February 15,
1994; February 6, 1995 and February 5, 1996, which resulted in the issuance of
52,150;  54,543; 57,474; and 60,084 shares of common stock, respectively.  The
Company's  Board  of  Directors declared a 5% stock distribution on January 3,
1997 which was issued on February 3, 1997 to shareholders of record on January
20,  1997.   This stock distribution resulted in the issuance of 63,430 shares
of  common  stock.  All share and per share data have been restated to reflect
these  stock  distributions  as  of  the  earliest  period  presented.

NOTE  14  -  STOCK  OPTION  PLANS
     During  1989,  the  Company  adopted  an  incentive stock option plan for
certain  of  its  officers and employees.  Under the terms of the stock option
plan,  options  are periodically granted to employees at a price not less than
the fair market value of the shares at the date of grant.  Options granted are
exercisable  for  a  period  of  ten  years  from the date of grant and become
exercisable  at a rate of 20% each year on the first five anniversaries of the
date of grant.  The stock option plan authorizes the granting of stock options
up  to  a  maximum  of  329,255  shares  of  common  stock, adjusted for stock
distributions.   During 1996, options to purchase 3,749 shares of common stock
(as  adjusted  for  the  February  3, 1997 stock distribution) were exercised.
There  were  no  stock  options exercised in the year ended December 31, 1995.

     Option  information  for the years ended December 31, 1996 and 1995 is as
follows:
<TABLE>
<CAPTION>



                                Option Price
                      Shares      per Share       Total
                      -------  ---------------  ----------
<S>                   <C>      <C>              <C>

Outstanding at:
   December 31, 1996  260,265  $ 5.48 - $15.00  $2,727,900
   December 31, 1995  188,524  $ 5.48 - $13.61  $1,577,961
Granted:
   1996                85,367  $14.76 - $15.00  $1,279,650
   1995                18,468  $         13.61  $  251,250
Exercised:
   1996                 3,749  $  5.76 - $8.43  $   27,300
Canceled:
   1996                 9,877  $ 6.47 - $13.61  $  102,261
   1995                 3,192  $  5.48 - $7.05  $   20,126
Exercisable at:
   December 31, 1996  118,737  $ 5.48 - $13.61  $  852,672
   December 31, 1995   87,628  $ 5.48 - $10.15  $  590,798
</TABLE>



     Effective  January  5,  1995,  the  Company  adopted a non-employee stock
option  plan.    Under the terms of this plan, options have been granted, at a
price  not less than the fair market value of the shares at the date of grant,
to  eligible directors as a retainer for their services as directors.  Options
granted  are  exercisable  for  a  period of ten years from the date of grant.
Options  granted on January 1, 1995 became exercisable one year after the date
of grant.  Options granted on January 1, 1996 become exercisable over a period
of  nine  years  at a rate of 11.1% on each of the first nine anniversaries of
the  date  of  grant.    As  of  January  1,  1996,  all 144,694 stock options
authorized  to  be  granted  under  this  plan  had  been  granted.

     There  were no stock options exercised in 1996.  Option information under
the  non-employee  plan  for  the years ended December 31, 1996 and 1995 is as
follows:
<TABLE>
<CAPTION>



                                Option Price
                      Shares      per Share       Total
                      -------  ---------------  ----------
<S>                   <C>      <C>              <C>

Outstanding at:
   December 31, 1996  144,694  $10.15 - $13.61  $1,919,203
   December 31, 1995   14,467  $         10.15  $  146,875
Granted:
   1996               130,227  $         13.61  $1,772,328
   1995                14,467  $         10.15  $  146,875
Exercisable at:
   December 31, 1996   14,467  $         10.15  $  146,875
   December 31, 1995        -                -           -
</TABLE>



     The  Company  has adopted the disclosure-only provisions of SFAS No. 123,
"Accounting  for Stock-Based Compensation".  Accordingly, no compensation cost
has been recognized for the stock option plans.  Had compensation cost for the
Company's  incentive and non-employee stock option plans been determined based
on  the  fair  value  at the grant date for awards in 1996 and 1995 consistent
with  the  provisions of SFAS No. 123, the Company's net earnings and earnings
per  share  would  have  been  reduced  to  the  proforma  amounts as follows:

<TABLE>
<CAPTION>



                                     1996       1995
                                  ----------  --------
<S>                               <C>         <C>

Net earnings - as reported        $1,001,774  $528,595
Net earnings - proforma           $  759,636  $475,078
Earnings per share - as reported  $      .71  $    .38
Earnings per share - proforma     $      .54  $    .34
</TABLE>



     The  fair  value  of  each option grant is estimated on the date of grant
using  the  Black-Scholes  option-pricing model with the following assumptions
used  for  grants:  expected  volatility of 6.38% for 1996 and 4.59% for 1995;
risk-free  interest  rate  of  6.21% for 1996 and 5.37% for 1995; and expected
lives  of  6  years  in  both  1996 and 1995.  There were no cash dividends in
either  year.

NOTE  15  -  EMPLOYEE  BENEFIT  PLAN
     Effective  October  15, 1993, the Company established an employee benefit
plan  for all eligible employees of the Company and its subsidiaries under the
provisions  of  Internal  Revenue  Code  Section  401K.  The Summit Retirement
Savings  Plan  (the "Plan") allows for employee contributions and, upon annual
approval of the Board of Directors, the Company matches employee contributions
from  one  percent  to a maximum of six percent of deferred compensation.  The
matching  contributions  were  2%  of deferred compensation for 1996 and 1% of
deferred  compensation  for  both 1995 and 1994.  A total of $28,528; $10,114;
and $6,483, respectively, was charged to operations for the Company's matching
contribution.   Employees are immediately vested in their contributions to the
Plan  and become fully vested in the employer matching contribution after five
years  of  service.

NOTE  16  -  CASH,  DIVIDEND  AND LOAN RESTRICTIONS AND CONTINGENT LIABILITIES
     In  the normal course of business, the Company and its subsidiaries enter
into agreements, or are subject to regulatory requirements, that may result in
cash, debt and dividend restrictions.  A summary of the most restrictive items
follows.

     The  Company's banking subsidiary is required to maintain average reserve
balances  with  the  Federal Reserve Bank.  The average amount of the required
reserve  balance  for  the  year  ended  December  31,  1996  was  $377,000.

     The  ability  of  the  Company  to  pay  cash dividends is dependent upon
receiving cash in the form of dividends from the Bank.  The dividends that may
be  paid  by  the  Bank  to  the  Company are subject to legal limitations and
regulatory  capital  requirements.    Prior approval of the Comptroller of the
Currency is required if the total of all dividends declared by a national bank
in  any  calendar  year  exceeds  the  Bank's  net  profits (as defined by the
Comptroller)  for that year combined with its retained net profits (as defined
by  the Comptroller) for the two preceding calendar years.  As of December 31,
1996,  no  cash  dividends have been declared or paid by the Bank and the Bank
had  available  retained  earnings  of  $1.7  million.

     Under  Federal  Reserve  Board  regulations,  the  Bank is limited in the
amount  it  may loan to the Company or the Finance Company.  Loans made by the
Bank  to a single affiliate may not exceed 10% and loans to all affiliates may
not  exceed  20%  of  the Bank's capital, surplus and undivided profits, after
adding  back  the  allowance for loan losses.  Certain collateral restrictions
also  apply  to  loans  from  the  Bank  to  its  affiliates.

     In  the  normal  course of business, the Company and its subsidiaries are
periodically  involved  in  litigation.    In  the  opinion  of  the Company's
management,  none  of this litigation should have a material adverse effect on
the  accompanying  consolidated  financial  statements.

NOTE  17  -  CAPITAL  REQUIREMENTS  AND  REGULATORY
     The  Company  and  the  Bank  are  subject  to various regulatory capital
requirements  administered  by  the federal banking agencies.  Failure to meet
minimum  capital  requirements  can  initiate  certain  mandatory and possibly
additional discretionary actions by regulators that, if undertaken, could have
a  material  effect  on  the  financial  statements.    Under capital adequacy
guidelines  and  the  regulatory  framework  for prompt corrective action, the
Company  and  the  Bank  must  meet  specific  capital guidelines that involve
quantitative  measures of the Company's and the Bank's assets, liabilities and
certain  off-balance  sheet  items  as  calculated under regulatory accounting
practices.    The  Company's and the Bank's capital amounts and classification
are  also subject to qualitative judgments by the regulators about components,
risk  weightings,  and  other  factors.

     Quantitative  measures  established  by  regulation  to  ensure  capital
adequacy  require  the  Company  and  the Bank to maintain minimum amounts and
ratios  (set  forth  in  the  table following) of total and Tier I capital (as
defined  in  the regulation) to risk-weighted assets (as defined) and to total
assets.    Management  believes, as of December 31, 1996, that the Company and
the  Bank  meet  all  capital adequacy requirements to which they are subject.

     At  December  31,  1996  and  1995,  the  Company  and  the Bank are both
categorized  as  "well  capitalized" under the regulatory framework for prompt
corrective  action.   To be categorized as "well capitalized", the Company and
the  Bank must maintain minimum total risk-based, Tier I risk-based and Tier I
leverage  ratios  as  set  forth in the table following.  There are no current
conditions  or  events  that management believes would change the Company's or
the  Bank's  category.

     The  following table presents the Company's and the Bank's actual capital
amounts  (dollars in thousands) and ratios at December 31, 1996 as well as the
minimum  calculated  amounts  for  each  regulatory  defined  category.

<TABLE>
<CAPTION>



                                                              To Be
                                    For Capital            Categorized
                                      Adequacy                "Well
                   Actual             Purposes            Capitalized"
                   -------          ------------          -------------     
                   Actual   Ratio      Amount     Ratio      Amount      Ratio
                   -------  ------  ------------  ------  -------------  ------
<S>                <C>      <C>     <C>           <C>     <C>            <C>

Total Qualifying
Capital to Risk-
Weighted Assets:
     Company       $13,124  12.17%  $      8,625   8.00%  $      10,781  10.00%
     Bank          $11,012  10.47%  $      8,416   8.00%  $      10,519  10.00%
Tier 1 Capital to
Risk-Weighted
Assets:
     Company       $11,637  10.79%  $      4,312   4.00%  $       6,469   6.00%
     Bank          $ 9,712   9.23%  $      4,208   4.00%  $       6,311   6.00%
Tier 1 Capital to
Average Assets:
     Company       $11,637   9.54%  $      4,880   4.00%  $       6,100   5.00%
     Bank          $ 9,712   7.67%  $      5,064   4.00%  $       6,330   5.00%
</TABLE>



NOTE  18  -  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
     SFAS  No.  107,  "Disclosures about Fair Value of Financial Instruments",
adopted by the Company on December 31, 1995, requires disclosure of fair value
information, whether or not recognized in the statement of financial position,
when  it  is  practicable  to  estimate  fair  value.   SFAS No. 107 defines a
financial  instrument as cash, evidence of an ownership interest in an entity,
or  contractual  obligations  which  require  the  exchange  of  cash or other
financial  instruments.    Certain  items  are  specifically excluded from the
disclosure  requirements,  including  the Company's common stock, premises and
equipment,  and  other  assets  and  liabilities.

     Fair  value  approximates  book  value  for  the  following  financial
instruments  due to the short-term nature of the instrument: cash and due from
banks,  interest-bearing  deposits in banks, federal funds sold, federal funds
purchased  and  securities  sold  under repurchase agreements, short-term FHLB
advances,  and  other  short-term  borrowings.    Fair  value  of  investment
securities  is  estimated  based  on quoted market prices where available.  If
quoted market prices are not available, fair values are based on quoted market
prices  of  comparable  instruments.

     Fair  value for variable rate loans that reprice frequently and for loans
that  mature in less that one year is based on the carrying value.  Fair value
of fixed rate real estate, consumer, commercial and other loans maturing after
one year is based on the discounted present value of the estimated future cash
flows.    Discount  rates  used  in  these  computations approximate the rates
currently  offered  for  similar loans of comparable terms and credit quality.

     Fair value for demand deposit accounts and interest-bearing accounts with
no fixed maturity date is equal to the carrying value.  Certificate of deposit
accounts maturing during 1997 are valued at their carrying value.  Certificate
of  deposit  accounts  maturing  after  1997 are estimated by discounting cash
flows  from  expected  maturities  using  current  interest  rates  on similar
instruments.

     Fair  value  for the Company's off-balance sheet financial instruments is
based  on  the  current value of the instruments outstanding.  The Company has
used management's best estimate of fair values based on the above assumptions.
Thus, the fair values presented may not be the amounts which could be realized
in an immediate sale or settlement of the instrument.  In addition, any income
tax  or other expenses which would be incurred in an actual sale or settlement
are  not  taken  into  consideration  in  the  fair  values  presented.

     The  estimated  fair values of the Company's financial instruments are as
follows  (dollars  in  thousands):

<TABLE>
<CAPTION>




                                                   DECEMBER 31, 1996
                                                   ------------------
                                                       ESTIMATED
                                        CARRYING          FAIR
                                         AMOUNT          VALUE
                                        ---------  ------------------
<S>                                     <C>        <C>

Financial assets:
Cash and interest-bearing deposits      $   6,026  $            6,026
Federal funds sold                          3,000               3,000
Securities available for sale              18,510              18,510
Loans, net                                101,205             100,933
Financial liabilities:
Deposits                                  117,805             117,896
Federal funds purchased and securities
  sold under repurchase agreements            761                 761
Short-term FHLB advances                    2,000               2,000
Other short-term borrowings                   550                 550
Financial Instruments with
  Off-Balance Sheet Risk:
Commitments to extend credit               26,058              26,058
Standby letters of credit                   2,675               2,675
</TABLE>



<TABLE>
<CAPTION>




                                                   DECEMBER 31, 1995
                                                   ------------------
                                                       ESTIMATED
                                        CARRYING          FAIR
                                         AMOUNT          VALUE
                                        ---------  ------------------
<S>                                     <C>        <C>

Financial assets:
Cash and interest-bearing deposits      $   6,345  $            6,345
Federal funds sold                          9,100               9,100
Securities available for sale              20,085              20,085
Loans, net                                 74,644              75,175
Financial liabilities:
Deposits                                   99,319              99,346
Federal funds purchased and securities
  sold under repurchase agreements          1,561               1,561
Short-term FHLB advances                    2,000               2,000
Financial Instruments with
  Off-Balance Sheet Risk:
Commitments to extend credit               22,266              22,266
Standby letters of credit                   2,716               2,716
</TABLE>



NOTE  19  -  QUARTERLY  FINANCIAL  DATA  (UNAUDITED)
     Consolidated  quarterly operating data for the years ended December 31 is
summarized  as  follows:
<TABLE>
<CAPTION>



                                FIRST         SECOND        THIRD         FOURTH
                               QUARTER       QUARTER       QUARTER       QUARTER
                             ------------  ------------  ------------  ------------
1996:
<S>                          <C>           <C>           <C>           <C>

Interest income              $ 2,363,064   $ 2,535,714   $ 2,742,398   $ 2,905,529 
Interest expense              (1,162,816)   (1,227,372)   (1,252,579)   (1,321,036)
                             ------------  ------------  ------------  ------------
Net interest income            1,200,248     1,308,342     1,489,819     1,584,493 
Provision for loan losses        (83,000)     (102,500)     (127,600)     (203,000)
                             ------------  ------------  ------------  ------------
Net interest income after
  provision for loan losses    1,117,248     1,205,842     1,362,219     1,381,493 
Other income                     242,836       258,171       241,912       237,425 
Other expenses                (1,093,078)   (1,043,894)   (1,080,974)   (1,183,426)
                             ------------  ------------  ------------  ------------
Income before income taxes       267,006       420,119       523,157       435,492 
Income taxes                    (102,000)     (160,000)     (202,000)     (180,000)
                             ------------  ------------  ------------  ------------
Net income                   $   165,006   $   260,119   $   321,157   $   255,492 
                             ============  ============  ============  ============
Earnings per common share    $      0.12   $      0.18   $      0.23   $      0.18 
                             ============  ============  ============  ============
Weighted average shares
  outstanding                  1,409,221     1,410,003     1,410,742     1,413,130 
                             ============  ============  ============  ============
</TABLE>



<TABLE>
<CAPTION>



                                FIRST       SECOND        THIRD        FOURTH
                               QUARTER      QUARTER      QUARTER      QUARTER
                             -----------  -----------  -----------  ------------
1995:
<S>                          <C>          <C>          <C>          <C>

Interest income              $1,638,974   $1,860,021   $2,013,764   $ 2,223,128 
Interest expense               (752,230)    (903,054)    (994,917)   (1,109,609)
                             -----------  -----------  -----------  ------------
Net interest income             886,744      956,967    1,018,847     1,113,519 
Provision for loan losses        (8,432)     (68,168)     (63,200)     (137,200)
                             -----------  -----------  -----------  ------------
Net interest income after
  provision for loan losses     878,312      888,799      955,647       976,319 
Other income                     98,234      160,307      151,796       200,706 
Other expenses                 (744,501)    (767,042)    (922,811)   (1,035,171)
                             -----------  -----------  -----------  ------------
Income before income taxes      232,045      282,064      184,632       141,854 
Income taxes                    (82,000)    (101,700)     (69,600)      (58,700)
                             -----------  -----------  -----------  ------------
Net income                   $  150,045   $  180,364   $  115,032   $    83,154 
                             ===========  ===========  ===========  ============
Earnings per common share    $     0.11   $     0.13   $     0.08   $      0.06 
                             ===========  ===========  ===========  ============
Weighted average shares
  outstanding                 1,401,755    1,403,446    1,403,446     1,408,968 
                             ===========  ===========  ===========  ============
</TABLE>



<TABLE>
<CAPTION>



                                FIRST       SECOND        THIRD       FOURTH
                               QUARTER      QUARTER      QUARTER      QUARTER
                             -----------  -----------  -----------  -----------
1994:
<S>                          <C>          <C>          <C>          <C>

Interest income              $1,109,330   $1,232,800   $1,408,501   $1,514,996 
Interest expense               (508,293)    (523,539)    (635,285)    (656,743)
                             -----------  -----------  -----------  -----------
Net interest income             601,037      709,261      773,216      858,253 
Provision for loan losses       (25,000)     (36,000)     (55,000)     (51,868)
                             -----------  -----------  -----------  -----------
Net interest income after
  provision for loan losses     576,037      673,261      718,216      806,385 
Other income                     77,964       67,842       95,513      103,322 
Other expenses                 (515,400)    (565,968)    (600,075)    (666,943)
                             -----------  -----------  -----------  -----------
Income before income taxes      138,601      175,135      213,654      242,764 
Income taxes                          -            -       (9,600)     (99,400)
                             -----------  -----------  -----------  -----------
Net income                   $  138,601   $  175,135   $  204,054   $  143,364 
                             ===========  ===========  ===========  ===========
Earnings per common share    $     0.10   $     0.13   $     0.15   $     0.11 
                             ===========  ===========  ===========  ===========
Weighted average shares
  outstanding                 1,330,901    1,330,901    1,330,901    1,371,476 
                             ===========  ===========  ===========  ===========
</TABLE>



NOTE  20  -  CONDENSED  FINANCIAL  INFORMATION
     The  following  is  condensed  financial  information of Summit Financial
Corporation  (parent  company  only) at December 31, 1996 and 1995 and for the
years  ended  December  31,  1996,  1995  and  1994.

<TABLE>
<CAPTION>

                         SUMMIT FINANCIAL CORPORATION
                           FINANCIAL CONDITION DATA



                                      December 31,   December 31,
                                          1996           1995
                                      -------------  -------------
<S>                                   <C>            <C>

ASSETS
Cash and cash equivalents             $      42,796  $     196,262
Investment securities                             -      1,991,008
Investment in bank subsidiary             9,712,041      7,781,236
Investment in nonbank subsidiary            154,408        221,435
Due from subsidiaries                     1,801,000      1,100,000
Other assets                                  5,000         50,608
                                      -------------  -------------
                                      $  11,715,245  $  11,340,549
                                      =============  =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Accruals and other liabilities        $      28,347  $      77,047
Notes payable to subsidiary bank                  -        600,000
Other borrowings                             50,000              -
Shareholders' equity                     11,636,898     10,663,502
                                      -------------  -------------
                                      $  11,715,245  $  11,340,549
                                      =============  =============
</TABLE>



<TABLE>
<CAPTION>

                         SUMMIT FINANCIAL CORPORATION
                                OPERATIONS DATA

                                   For  the  Years  Ended  December  31,
                                   -------------------------------------


                                        1996         1995       1994
                                     -----------  ----------  ---------
<S>                                  <C>          <C>         <C>

Interest income                      $  181,332   $ 161,147   $129,893 
Interest expense                        (30,352)    (42,598)   (10,918)
                                     -----------  ----------  ---------
   Net interest income                  150,980     118,549    118,975 
Other operating expenses                (29,185)    (38,574)   (38,141)
                                     -----------  ----------  ---------
   Net operating income                 121,795      79,975     80,834 
Equity in undistributed earnings of
 bank subsidiary                        991,004     707,329    619,324 
Equity in undistributed loss of
 nonbank subsidiary                     (67,025)   (228,709)   (49,856)
                                     -----------  ----------  ---------
Net income before provision for
 income taxes                         1,045,774     558,595    650,302 
Provision for income taxes              (44,000)    (30,000)    10,852 
                                     -----------  ----------  ---------
Net income                           $1,001,774   $ 528,595   $661,154 
                                     ===========  ==========  =========
</TABLE>



<TABLE>
<CAPTION>

                                      SUMMIT FINANCIAL CORPORATION
                                             CASH FLOW DATA

                                                                       For the Years Ended December 31,
                                                                       --------------------------------

                                                                     1996         1995         1994
                                                                 ------------  ----------  ------------
<S>                                                              <C>           <C>         <C>

     Operating activities:
          Net income                                             $ 1,001,774   $ 528,595   $   661,154 
          Adjustments to reconcile net income to net cash:
            Equity in undistributed earnings of bank subsidiary     (991,004)   (707,329)     (619,324)
            Equity in undistributed loss of nonbank subsidiary        67,027     228,709        49,856 
            Decrease in other assets                                  21,316       6,193         4,679 
            (Decrease) increase in other liabilities                 (52,000)     42,558         2,102 
            Deferred taxes                                            25,000      (5,000)      (25,000)
                                                                 ------------  ----------  ------------
                                                                      72,113      93,726        73,467 
                                                                 ------------  ----------  ------------
     Investing activities:
          Investment in nonbank subsidiary                                 -           -      (500,000)
          Net increase in due from subsidiary                       (701,000)   (580,000)     (520,000)
          Purchases of investment securities                               -           -      (250,549)
          Maturities of investment securities                      2,000,000     950,000       250,000 
          Capital contribution to bank subsidiary                 (1,000,000)          -             - 
                                                                     299,000     370,000    (1,020,549)
                                                                 ------------  ----------  ------------
     Financing activities:
          Proceeds from notes payable                                 50,000     100,000       500,000 
          Repayments of notes payable                               (600,000)          -             - 
          Net (increase) decrease in due to subsidiary                     -    (502,257)      502,257 
          Employee stock options exercised                            27,296           -             - 
          Cash paid in lieu of fractional shares                      (1,875)     (4,320)       (4,697)
                                                                    (524,579)   (406,577)      997,560 
                                                                 ------------  ----------  ------------
     Net (decrease) increase in cash and cash equivalents           (153,466)     57,149        50,478 
     Balance, beginning of year                                      196,262     139,113        88,635 
     Balance, end of year                                        $    42,796   $ 196,262   $   139,113 
                                                                 ============  ==========  ============

</TABLE>







<PAGE>
                         INDEPENDENT AUDITORS' REPORT
The  Board  of  Directors
Summit  Financial  Corporation

     We  have  audited  the accompanying consolidated balance sheets of Summit
Financial Corporation and subsidiaries (the "Company") as of December 31, 1996
and 1995, and the related consolidated statements of operations, shareholders'
equity  and  cash  flows  for each of the years in the three-year period ended
December  31,  1996.    These  consolidated  financial  statements  are  the
responsibility  of the Company's management.  Our responsibility is to express
an  opinion  on  these  consolidated financial statements based on our audits.

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

     In  our  opinion, the consolidated financial statements referred to above
present  fairly,  in  all  material respects, the financial position of Summit
Financial  Corporation  and subsidiaries as of December 31, 1996 and 1995, and
the  results of their operations and their cash flows for each of the years in
the  three-year  period  ended December 31, 1996, in conformity with generally
accepted  accounting  principles.

Greenville,  South  Carolina          /s/  KPMG  Peat  Marwick
January  20,  1997



ITEM  9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURES

     There  has  been  no  changes  in  or  disagreements  with accountants on
accounting  and financial disclosure as defined by Item 304 of Regulation S-K.






<PAGE>
                                   PART III

ITEM  10.          DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     The  information  required  by  this item is set forth under the headings
"Election  of  Directors" and "Executive Officers and Compensation" on pages 3
through 9 in the definitive Proxy Statement of the Company filed in connection
with  its  1997  Annual  Meeting  of  the  Shareholders,  which information is
incorporated  herein  by  reference.


ITEM  11.          EXECUTIVE  COMPENSATION

     The  information  required  by  this item is set forth under the headings
"Election  of  Directors" and "Executive Officers and Compensation" on pages 3
through 9 in the definitive Proxy Statement of the Company filed in connection
with  its  1997  Annual  Meeting  of  Shareholders,  which  information  is
incorporated  herein  by  reference.


ITEM  12.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  information  required  by  this  item is set forth under the heading
"Election of Directors" on pages 3 through 5 in the definitive Proxy Statement
of  the  Company  filed  in  connection  with  its  1997  Annual  Meeting  of
Shareholders,  which  information  is  incorporated  herein  by  reference.


ITEM  13.          CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The  information  required  by  this  item is set forth under the heading
"Compensation  Committee  Interlocks and Insider Participation" on page 10 and
"Certain  Transactions"  on  page  11 in the definitive Proxy Statement of the
Company  filed  in  connection  with  its 1997 Annual Meeting of Shareholders,
which  information  is  incorporated  herein  by  reference.



<PAGE>
                                    PART IV

ITEM  14.        EXHIBITS, FINANCIAL STATEMENT SCHEDULES & REPORTS ON FORM 8-K

     (a)          List  of  documents  filed  as  a  part  of  this  report:

     1.    Financial  Statements:

     The following consolidated financial statements and report of independent
auditors  of  the  Company  are  included  in  Part  I,  Item  8  hereof:

Consolidated  Balance  Sheets  as  of  December  31,  1996  and  1995
Consolidated  Statements  of Operations For The Years Ended December 31, 1996,
1995,  and  1994
Consolidated  Statements  of Shareholders' Equity For The Years Ended December
31,  1996,  1995,  and  1994
Consolidated  Statements  of Cash Flows For The Years Ended December 31, 1996,
1995,  1994
Notes  to  Consolidated  Financial  Statements
Report  of  Independent  Auditors

     2.    Financial  Statement  Schedules:

All  other  consolidated  financial  statements or schedules have been omitted
since  the  required  information  is  included  in the consolidated financial
statements  or  notes  thereto  referenced  in  Item  14(a)1  above, or is not
applicable  or  required.

     3.    Exhibits  (numbered in accordance with Item 601 of Regulation S-K):

     3.1      Articles of Incorporation, as amended (incorporated by reference
to  exhibits  filed  with  the Registrant's Registration Statement on Form S-1
Under  The  Securities  Act of 1933, as filed with the SEC on October 6, 1989,
File  No.  33-31466).

     3.2       Bylaws, as amended (incorporated by reference to exhibits filed
with  the  Registrant's  Registration Statement on Amendment No. 1 To Form S-1
Under  The  Securities Act of 1933, as filed with the SEC on December 7, 1989,
File  No.  33-31466).

     4.     Form of Certificate for Common Stock (incorporated by reference to
exhibits filed with the Registrant's Registration Statement on Amendment No. 1
To  Form  S-1  Under  The  Securities  Act  of  1933, as filed with the SEC on
December  7,  1989,  File  No.  33-31466).

     10.1      Summit Financial Corporation Incentive Stock Plan (incorporated
by reference to exhibits filed with the Registrant's Registration Statement on
Form S-1 Under The Securities Act of 1933, as filed with the SEC on October 6,
1989,  File  No.  33-31466).

     10.2          Lease Agreement for Bank Site (incorporated by reference to
exhibits  filed with the Registrant's Registration Statement on Form S-1 Under
The Securities Act of 1933, as filed with the SEC on October 6, 1989, File No.
33-31466).

     10.3          Employment Agreement of J. Randolph Potter (incorporated by
reference  to  exhibits  filed with the Registrant's Registration Statement on
Form S-1 Under the Securities Act of 1933, as filed with the SEC on October 6,
1989,  File  No.  33-31466).

     10.4        Employment Agreement of Blaise B. Bettendorf (incorporated by
reference  to exhibits filed with Summit Financial Corporation's Annual Report
to  the  Securities  and  Exchange  Commission on Form 10-K for the year ended
December  31,  1989,  File  No.  33-31466).

     10.5     Summit Financial Corporation Restricted Stock Plan (incorporated
by  reference  to  exhibits  filed  with Summit Financial Corporation's Annual
Report  to  the  Securities  and Exchange Commission on Form 10-K for the year
ended  December  31,  1993,  File  No.  000-19235).

     10.6          Summit Financial Corporation Non-Employee Stock Option Plan
(incorporated  by  reference  to  exhibits  filed  with  Summit  Financial
Corporation's  Annual Report to the Securities and Exchange Commission on Form
10-K  for  the  year  ended  December  31,  1994,  File  No.  000-19235).

     10.7          Agreement  of Purchase and Sale dated April 7, 1994 for the
Summit  National  Bank branch land site (incorporated by reference to exhibits
filed  with Summit Financial Corporation's Annual Report to the Securities and
Exchange  Commission  on  Form 10-K for the year ended December 31, 1994, File
No.  000-19235).

     21          Subsidiaries  of  Summit  Financial  Corporation:
               Summit  National  Bank,  a  nationally  chartered  bank.
               Freedom  Finance,  Inc.,  a  consumer  finance  company.

     23       Consent of KPMG Peat Marwick LLP with regard to S-8 Registration
Statements  for  Summit  Financial Corporation Restricted Stock Plan (as filed
with  the Securities and Exchange Commission, "SEC", August 23, 1994, File No.
33-83538);  Summit Financial Corporation Incentive Stock Option Plan (as filed
with  the  SEC  July  19,  1995,  File  No.  33-94962);  and  Summit Financial
Corporation  1995  Non-Employee  Stock Option Plan (as filed with the SEC July
19,  1995,  File  No.  33-94964).

     27          Financial  data  schedule

NOTE:  The exhibits listed above will be furnished to any security holder upon
written  request to Mrs. Blaise B. Bettendorf, Chief Financial Officer, Summit
Financial Corporation, Post Office Box 1087, Greenville, South Carolina 29602.
The  Registrant  will  charge  a  fee  of  $.25 per page for photocopying such
exhibit.


     (b)        No reports on Form 8-K were filed by the Registrant during the
fourth  quarter  of  1996.

     (c)        Exhibits required to be filed with this report, which have not
been  previously  filed  as  indicated in Item 14(a) above, are submitted as a
separate  section  of  this  report.






<PAGE>
                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange  Act of 1934, the registrant has duly caused this report to be signed
on  its  behalf  by the undersigned, thereunto duly authorized, in the City of
Greenville,  South  Carolina,  on  the  17th  day  of  March,  1997.

                                                  SUMMIT FINANCIAL CORPORATION
                                                        /s/ J. Randolph Potter
                                                      ------------------------
Dated:    March  17,  1997                    J.  Randolph  Potter,  President

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report  has  been  signed  below  by  the  following  persons on behalf of the
Registrant  and  in  the  capacities  and  on  the  dates  indicated.
<TABLE>
<CAPTION>



SIGNATURE                                    TITLE                       DATE
<S>                           <C>                                   <C>

    /s/ J. Randolph Potter    President & Chief Executive Officer   March 17, 1997
J. Randolph Potter            and Director

    /s/ Blaise B. Bettendorf  Senior Vice President & CFO           March 17, 1997
Blaise B. Bettendorf          (Principal Financial and Accounting
                              Officer)
    /s/ C. Vincent Brown      Chairman                              March 17, 1997
C. Vincent Brown


John A. Kuhne                 Vice Chairman

    /s/ David C. Poole        Secretary                             March 17, 1997
David C. Poole

    /s/ Ivan E. Block         Director                              March 17, 1997
Ivan E. Block

    /s/ John A. Burgess       Director                              March 17, 1997
John A. Burgess

    /s/ J. Earle Furman, Jr.  Director                              March 17, 1997
J. Earle Furman, Jr.

    /s/ Charles S. Houser     Director                              March 17, 1997
Charles S. Houser

John W. Houser
                              Director
    /s/ T. Wayne McDonald     Director                              March 17, 1997
T. Wayne McDonald

    /s/ Larry A. McKinney     Director                              March 17, 1997
Larry A. McKinney

    /s/ George O. Short, Jr.  Director                              March 17, 1997
George O. Short, Jr.

</TABLE>


<PAGE>