UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                      FORM 10-K


[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934               
        
For the fiscal year ended DECEMBER 31, 1995
                          _________________
                                           OR  

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

For the transition period from____________ to________________________________  
Commission file number          0-17455   
                              ____________
                                  COMM BANCORP, INC.                           
                  (Exact name of registrant as specified in its charter)
_____________________________________________________________________________
PENNSYLVANIA                                                 23-2242292         
________________________________________       ______________________________
(State or other jurisdiction of                (I.R.S. Employer
 incorporation or organization)                 Identification Number)
 

521 MAIN STREET, FOREST CITY,  PA                            18421             
________________________________________       ______________________________
(Address of principal executive offices)       (Zip Code)

Registrant's telephone number, including area code           (717) 785-3181    
                                                  ___________________________
Securities registered pursuant to Section 12(b) of the Act:

Title of each class                                Name of each exchange on 
                                                   which registered

NONE                                                                           
_______________________________________           ___________________________
Securities registered pursuant to Section 12(g) of the Act:

                         COMMON STOCK, PAR VALUE $1.00 PER SHARE               
_____________________________________________________________________________
                                      (Title of class)

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 the voting stock held by nonaffiliates of the 
registrant based on closing sale price: $22,559,334 AT FEBRUARY 7, 1996.

Indicate the number of shares outstanding of the registrant's common stock, as 
of the latest practicable date: 733,360 AT FEBRUARY 7, 1996. 


                         DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Annual Report to Stockholders for the year ended 
December 31, 1995, are incorporated by reference in Part II of this Annual 
Report.









                                   Page 1 of 161  
                             Exhibit Index on Page 37   
                                        INDEX


PART I                                                            PAGE

Item  1. Business.................................................  3  

Item  2. Properties............................................... 19 

Item  3. Legal Proceedings........................................ 20 

Item  4. Submission of Matters to a Vote of Security Holders......  *  


PART II

Item  5. Market for the Company's Common Equity and Related 
         Stockholder Matters...................................... 21 

Item  6. Selected Financial Data.................................. 23 

Item  7. Management's Discussion and Analysis of Financial 
         Condition and Results of Operations...................... 23 

Item  8. Financial Statements and Supplementary Data.............. 23 

Item  9. Changes in and Disagreements with Accountants on 
         Accounting and Financial Disclosure......................  *  


PART III

Item 10. Directors and Executive Officers of the Company.......... 24 

Item 11. Executive Compensation................................... 27 

Item 12. Security Ownership of Certain Beneficial Owners and                   
         Management............................................... 31 

Item 13. Certain Relationships and Related Transactions........... 33 


PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on 
         Form 8-K................................................. 33 

SIGNATURES........................................................ 35 

EXHIBIT INDEX..................................................... 37 



*Not Applicable


                                 COMM BANCORP, INC.
                                      FORM 10-K


PART I

ITEM 1.   BUSINESS

GENERAL

Comm Bancorp, Inc. ("Company"), a Pennsylvania business corporation, is a bank
holding company registered with and supervised by the Board of Governors of the
Federal Reserve System  ("Federal Reserve Board").  The Company was organized on
May 20, 1983, and commenced operations on February 1, 1984, upon consummation of
the acquisition of all of the outstanding stock of Community National Bank, 
Forest City, Pennsylvania (which has subsequently converted to a Pennsylvania 
state-chartered commercial bank and renamed Community Bank and Trust Company) 
("Community Bank").  On January 20, 1993, the First National Bank of Nicholson 
("FNB Nicholson"), Nicholson, Pennsylvania (which was acquired on December 30, 
1988), was merged with and into Community Bank and FNB Nicholson ceased to exist
as a separate legal entity.  The branch facilities and related equipment 
formerly used by FNB Nicholson are being used by Community Bank.  The Company's 
business has consisted primarily of managing and supervising Community Bank and 
its principal source of income has been dividends paid by Community Bank.  At 
December 31, 1995, the Company had total consolidated assets, deposits and 
stockholders' equity of approximately $350.9 million, $317.1 million and 
$27.9 million, respectively.

Community Bank is a Pennsylvania state-chartered commercial bank and a member 
of the Federal Reserve System.  Community Bank's deposits are insured by the 
Federal Deposit Insurance Corporation ("FDIC") under the Bank Insurance Fund 
("BIF").  As of December 31, 1995, Community Bank had ten branch locations, 
including its main office in Forest City, Susquehanna County, Pennsylvania.  
Community Bank's branch offices are located in the Pennsylvania counties of 
Lackawanna, Susquehanna, Wayne and Wyoming.

SUPERVISION AND REGULATION - COMPANY

The Company is subject to the jurisdiction of the Securities and Exchange 
Commission ("SEC") and of state securities' law administrators for matters 
relating to the offering and sale of its securities.  The Company is currently 
subject to the SEC's rules and regulations relating to periodic reporting, 
insider trading reports and proxy solicitation materials in accordance with the 
Securities Exchange Act of 1934 ("Exchange Act").

The Company is also subject to the provisions of the Bank Holding Company Act of
1956 ("Bank Holding Company Act") as amended, and to supervision by the Federal 
Reserve Board.  The Bank Holding Company Act will require the Company to secure 
the prior approval of the Federal Reserve Board before it owns or controls, 
directly or indirectly, more than 5.0 percent of the voting shares or 
substantially all of the assets of any institution, including another bank.  
The Bank Holding Company Act prohibits acquisition by the Company or more than 
5.0 percent of the voting shares of, or interest in, or substantially all of the
assets of, any bank, unless such an acquisition has been specifically approved 
by the Federal Reserve Board.

A bank holding company is prohibited from engaging in, or acquiring direct or
indirect control of, more than 5.0 percent of the voting shares of any company
engaged in non-banking activities unless the Federal Reserve Board, by order or
regulation, has found such activities to be so closely related to banking or 
managing or controlling banks as to be a proper incident thereto.  In making 
this determination, the Federal Reserve Board considers whether the performance 
of these activities by a bank holding company would offer benefits to the public
that outweigh possible adverse effects.

The Bank Holding Company Act also prohibits acquisitions of control of a bank 
holding company, such as the Company, without prior notice to the Federal 
Reserve Board.  Control is defined for this purpose as the power, directly or 
indirectly, to influence the management or policies of a bank holding company or
to vote 25.0 percent or 10.0 percent, if no other person or persons acting in 
concert, holds a greater percentage of the common stock or more of the Company's
common stock. 
The Company is required to file an annual report with the Federal Reserve 
Board and any additional information that the Federal Reserve Board may require 
pursuant to the Bank Holding Company Act.  The Federal Reserve Board may also 
make examinations of the Company and its subsidiary.  Further, under Section 106
of the 1970 amendments to the Bank Holding Company Act and the Federal Reserve 
Board's regulations, a bank holding company and its subsidiaries are prohibited 
from engaging in certain tie-in arrangements in connection with any extension of
credit or provision of credit or provision of any property or services.  The 
so-called "Anti-tie-in" provisions state generally that a bank may not extend 
credit, lease, sell property or furnish any service to a customer on the 
condition that the customer provide additional credit or service to the bank, to
its bank holding company or to any other subsidiary of its bank holding company 
or on the condition that the customer not obtain other credit or service from a 
competitor of the bank, its bank holding company or any subsidiary of its bank 
holding company.  Subsidiary banks of a bank holding company are subject to
certain restrictions imposed by the Federal Reserve Act on any extensions of 
credit to the bank holding company or any of its subsidiaries, on investments in
the stock or other securities of the bank holding company and on taking of such 
stock or securities as collateral for loans to any borrower.  

PERMITTED NON-BANKING ACTIVITIES

The Federal Reserve Board permits bank holding companies to engage in 
non-banking activities so closely related to banking, or managing or controlling
banks as to be a proper incident thereto.  While the types of permissible 
activities are subject to change by the Federal Reserve Board, the principal 
non-banking activities that presently may be conducted by a bank holding company
are: 

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

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

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

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

5.   Leasing personal and real property or acting as agent, broker or advisor 
in leasing property, provided that it is reasonably anticipated that the 
transaction will compensate the lessor for not less than the lessor's full 
investment in the property and provided further that the lessor may rely on
estimated residual values of up to 100.0 percent of the acquisition cost of the 
leased property.

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

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

8.   Subject to certain limitations, acting as an insurance principal, agent 
or broker in relation to insurance for itself and its subsidiaries or for 
insurance directly related to extensions of credit by the bank holding company 
system.

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

10.  Providing courier services of a limited character.

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

12.  Selling money orders having a face value of $1.0 thousand or less, 
travelers' checks and United States savings bonds.

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

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

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

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

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

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

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

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

21.  Providing tax planning and preparation advice such as strategies designed 
to minimize tax liabilities and includes, for individuals, analysis of the tax
implications of retirement plans, estate planning and family trusts.  For a
corporation, tax planning includes the analysis of the tax implications of 
mergers and acquisitions, portfolio mix, specific investments, previous tax 
payments and year-end tax planning.  Tax preparation involves the preparation of
tax forms and advice concerning liability, based on records and receipts 
supplied by the client.

22.  Providing check guaranty services to subscribing merchants.

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

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

PENNSYLVANIA BANKING LAW

Under the Pennsylvania Banking Code of 1965 ("Code"), as amended, the Company 
is permitted to control an unlimited number of banks.  However, the Company 
would be required, under the Bank Holding Company Act, to obtain the prior 
approval of the Federal Reserve Board before it could acquire all or 
substantially all of the assets of any bank, or acquire ownership or control of 
any voting shares of any bank other than Community Bank, if, after such 
acquisition, it would own or control more than 5.0 percent of the voting shares 
of such bank.

INTERSTATE BANKING AND BRANCHING

On September 29, 1994, the President signed into law the Riegle-Neal Interstate
Banking and Branching Efficiency Act of 1994 ("Interstate Banking Act").  The
following discussion describes those provisions of the Interstate Banking Act 
that would pertain to the Company.  It is not an exhaustive description of all 
provisions of the Interstate Banking Act.

In general, the Federal Reserve Board may approve an application by the 
Company to acquire control of, or acquire all or substantially all of the 
assets of, a bank located outside of the Commonwealth of Pennsylvania without 
regard to whether such acquisition is prohibited under the law of any state.  
The Federal Reserve Board may approve such application if it finds, among other 
things, that the Company is adequately capitalized and adequately managed.  
Moreover, the Federal Reserve Board may not approve such acquisition if the 
target bank has not been in existence for the minimum period of time, if any, 
required by such target bank's "host" state.  The Federal Reserve Board may, 
however, approve the acquisition of the target bank that has been in existence 
for at least five years without regard to any longer minimum period of time 
required under the law of the "host" state of the target bank.  The above 
provisions took effect on September 30, 1995.

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

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

On December 13, 1995, the Banking Commissioners of the states of Delaware, 
Maryland, Pennsylvania and Virginia executed a Cooperative Agreement that 
governs the manner in which state-chartered banks with branches in multiple 
states will be supervised. This Cooperative Agreement was necessitated by the 
Interstate Banking Act and was drafted to create a level playing field for 
state-chartered banks with respect to supervision and regulation of branch 
offices in a multiple state setting. Specifically, this agreement outlines 
general principles for determining whether home or host state law applies, 
including the following: (1) host state law applies to operational issues 
relating to a branch located in a host state, including antitrust, community 
reinvestment, consumer protection, usury and fair lending laws; (2) the
state law of the home state will apply to corporate structure issues, such as
charter, by-laws, incorporation, liquidation, stockholders and directors, 
capital and investments; and (3) bank powers issues will be resolved with 
reference to both home and host state laws.  As of the filing date of this 
report, the Company and Community Bank have no plans to engage in interstate 
banking or branching.

LEGISLATION AND REGULATORY CHANGES

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

FINANCIAL INSTITUTIONS REFORM, RECOVERY AND ENFORCEMENT ACT OF 1989 ("FIRREA")

On August 9, 1989, major reform and financing legislation, i.e., FIRREA, was 
enacted into law in order to restructure the regulation of the thrift industry, 
to address the financial condition of the Federal Savings and Loan Insurance 
Corporation and to enhance the supervisory and enforcement powers of the federal
bank and thrift regulatory agencies.  The Federal Reserve Board, as the primary 
federal regulator of Community Bank, is responsible for supervision of Community
Bank.  The Federal Reserve Board and FDIC have far greater flexibility to impose
supervisory agreements on an institution that fails to comply with its 
regulatory requirements, particularly with respect to the capital requirements. 
Possible enforcement actions include the imposition of a capital plan, 
termination of deposit insurance and removal or temporary suspension of an 
officer, director or other institution-affiliated party.

Under FIRREA, civil penalties are classified into three levels, with amounts
increasing with the severity of the violation.  The first tier provides for 
civil penalties of up to $5.0 thousand per day for any violation of law or 
regulation.  A civil penalty of up to $25.0 thousand per day may be assessed if 
more than a minimal loss or a pattern of misconduct is involved.  Finally, a 
civil penalty of up to $1.0 million per day may be assessed for knowingly or 
recklessly causing a substantial loss to an institution or taking action that 
results in a substantial pecuniary gain or other benefit.  Criminal penalties 
are increased to $1.0 million per violation, up to $5.0 million for continuing 
violations or for the actual amount of gain or loss.  These monetary penalties 
may be combined with prison sentences for up to five years.

FEDERAL DEPOSIT INSURANCE CORPORATION IMPROVEMENT ACT OF 1991 ("FDICIA")

GENERAL 

The FDICIA was enacted in December 1991 and reformed a variety of bank 
regulatory laws.  Some of these reforms have a direct impact on Community Bank. 
Certain of these provisions are discussed below.

EXAMINATIONS AND AUDITS  

Annual full-scope, on-site examinations are required for all FDIC-insured
institutions with assets of $500.0 million or more.  For bank holding 
companies with $500.0 million or more in assets, the independent accountants of 
such companies shall attest to the accuracy of management's report.  Such 
accountants shall also monitor management's compliance with governing laws and 
regulations.  Such companies are also required to select an independent audit 
committee, composed of outside directors who are independent of management, to 
review with management and the independent accountants the reports that must be 
submitted to the appropriate bank regulatory agencies.  If the independent 
accountants resign or are dismissed, written notification must be given to the 
FDIC and to the appropriate federal and state bank regulatory agencies.

PROMPT CORRECTIVE ACTION  

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

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

A well-capitalized institution would be one that has a 10.0 percent or greater 
total risk-based capital ratio, a 6.0 percent or greater Tier I risk-based 
capital ratio, a 5.0 percent or greater Tier I Leverage capital ratio and is not
subject to any written order or final directive by the FDIC to meet and maintain
a specific capital level.

An adequately capitalized institution would be one that meets the required 
minimum capital levels, but does not meet the definition of a well-capitalized 
institution.  The existing capital rules generally require banks to maintain a 
Tier I Leverage capital ratio of at least 4.0 percent and an 8.0 percent or 
greater total risk-based capital ratio.  Since the risk-based standards also 
require at least half of the total risk-based capital requirement to be in the 
form of Tier I capital, this also will mean that an institution would need to 
maintain at least a 4.0 percent Tier I risk-based capital ratio.  Thus, an 
institution would need to meet each of the required minimum capital levels in 
order to be deemed adequately capitalized.

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

A significantly undercapitalized institution would have a total risk-based 
capital ratio of less than 6.0 percent, a Tier I risk-based capital ratio of 
less than 3.0 percent or a Tier I Leverage capital ratio of less than 3.0 
percent, as the case may be.  Institutions in this category would be subject to 
all the restrictions that apply to undercapitalized institutions.  Certain other
mandatory prohibitions also would apply, such as restrictions against the ]
payment  of bonuses or raises to senior executive officers without the prior 
approval of  the institution's primary federal regulator.  A number of other 
restrictions may  also be imposed.

A critically undercapitalized institution would be one with a tangible equity 
(Tier I capital) ratio of 2.0 percent or less.  In addition to the same 
restrictions and prohibitions that apply to undercapitalized and significantly 
undercapitalized institutions, the FDIC's rule implementing this provision of 
the FDICIA also addresses certain other provisions for which the FDIC has been 
accorded responsibility as the insurer of depository institutions.

At a minimum, any institution that becomes critically undercapitalized is 
prohibited from taking the following actions without the prior written approval 
of its primary federal regulator:  engaging in any material transactions other 
than in the usual course of business; extending credit for highly leveraged 
transactions; amending its charter or bylaws; making any material changes in 
accounting methods; engaging in certain transactions with affiliates; paying 
excessive compensation or bonuses; and paying interest on liabilities exceeding 
the prevailing rates in the institution's market area.  In addition, a 
critically  undercapitalized institution is prohibited from paying interest or 
principal on its subordinated debt and is subject to being placed in 
conservatorship or receivership if its tangible equity capital level is not 
increased within certain mandated time frames.

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

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

DEPOSIT INSURANCE

On January 1, 1994, the FDIC implemented the permanent Risk Related Premium 
System ("RRPS") with respect to the assessments and payments of deposit 
insurance premiums.  Under the RRPS, the FDIC, on a semi-annual basis, will 
assign each  institution to one of three capital groups (well-capitalized, 
adequately  capitalized or undercapitalized, in each case as these terms are 
defined for  purposes of prompt corrective action rules described above) and 
further assign  such institution to one of three subgroups within a capital 
group corresponding to the FDIC's judgment of its strength based on supervisory 
evaluations,  including examination reports, statistical analysis and other 
information  relevant to gauging the risk posed by the institution.  Only 
institutions with a total capital to risk-adjusted assets ratio of 10.0 percent 
or greater, a Tier I  capital to risk-adjusted assets ratio of 6.0 percent or 
greater and a Tier I  Leverage ratio of 5.0 percent or greater are assigned to 
the well- capitalized  group.

Effective January 1, 1996, the FDIC Board of Directors has further reduced BIF
premiums.  Highly-rated institutions will pay only the statutory minimum of $2.0
thousand annually for FDIC insurance.  The remaining institutions will pay on a 
scale ranging from 3 to 27 cents per every one hundred dollars of insured 
deposits, which is down from the scale in the latter half of 1995 of 4 to 31 
cents.  If such lower FDIC insurance premium rates were in effect for all of 
1995, then Community Bank would have paid approximately $415 thousand less in 
such premiums based upon current deposit levels.

REAL ESTATE LENDING STANDARDS

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

BANK ENTERPRISE ACT OF 1991

Within the overall FDICIA is a separate subtitle called the Bank Enterprise 
Act of 1991 ("ACT").  The purpose of the Act is to encourage banking 
institutions to establish "basic transaction services for consumers" or 
so-called "lifeline depository accounts."  The FDIC assessment rate is reduced 
for all lifeline depository accounts.  The Act establishes ten factors that are 
the minimum requirements to qualify as a lifeline depository account.  Some of 
these factors relate to minimum opening and balance amounts, minimum number of 
monthly  withdrawals, the absence of discriminatory practices against low-income
individuals and minimum service charges and fees.  Moreover, the Housing and 
Community Development Act of 1972 requires that the FDIC's risk-based assessment
system include provisions regarding lifeline depository accounts.  Assessment 
rates applicable to lifeline depository accounts are to be established by FDIC 
rule.

TRUTH IN SAVINGS ACT

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








REGULATORY CAPITAL REQUIREMENTS

<TABLE>
<CAPTION>
The following table presents the Company's consolidated capital ratios at
December 31, 1995:

                                                                                               (In Thousands)

<S>                                                                                                  <C>     
Tier I capital...................................................................................... $ 24,845
Tier II capital..................................................................................... $  2,203
Total capital....................................................................................... $ 27,048 

Adjusted total average assets....................................................................... $357,410
Total adjusted risk-weighted assets(1).............................................................. $174,578

Tier I risk-based capital ratio(2)..................................................................   14.23%
Required Tier I risk-based capital ratio............................................................    4.00%
Excess Tier I risk-based capital ratio..............................................................   10.23%

Total risk-based capital ratio(3)...................................................................   15.49% 
Required total risk-based capital ratio.............................................................    8.00%
Excess total risk-based capital ratio...............................................................    7.49%

Tier I Leverage ratio(4)............................................................................    6.95%
Required Tier I Leverage ratio......................................................................    5.00%
Excess Tier I Leverage ratio........................................................................    1.95%

<FN>
(1)           Includes off-balance sheet items at credit-equivalent values less intangible assets.
(2)           Tier I risk-based capital ratio is defined as the ratio of Tier I capital to total adjusted risk-weighted assets.
(3)           Total risk-based capital ratio is defined as the ratio of Tier I and Tier II capital to total adjusted 
              risk-weighted assets.
(4)           Tier I Leverage ratio is defined as the ratio of Tier I capital to adjusted total average assets.  In accordance 
              with the Memorandum of Understanding ("MOU"), the Company was required to maintain a Tier I Leverage ratio of no 
              less than 5.0 percent after adjusting for market depreciation, net of applicable taxes, in securities classified 
              as available for sale and those high-risk securities and structured notes classified as held to maturity.  At 
              December 31, 1995, the Company classified all securities as available for sale,
              which had market appreciation, net of applicable income taxes, of $780.  Accordingly, such adjustment is not 
              required to be included in the table.
</FN>
</TABLE>

The Company was required to implement, on January 1, 1994, Statement of 
Financial Accounting Standards ("SFAS") No. 115, "Accounting for Certain 
Investments in Debt and Equity Securities."  For financial capital reporting 
purposes, SFAS No. 115 changed the composition of stockholders' equity in 
financial statements prepared in accordance with generally accepted accounting 
principles by including, as a  separate component of equity, the amount of net 
unrealized holding gains or  losses on debt and equity securities that are 
deemed to be available for sale. 

Effective December 31, 1994, the Federal Reserve Board has issued a final rule 
with respect to the implementation of SFAS No. 115 for regulatory capital 
reporting purposes.  Under this final rule, net unrealized holding losses on 
available for sale equity securities, but not debt securities, with readily 
determinable fair values will be included when calculating consolidated Tier I 
capital.  All other unrealized holding gains and losses on available for sale 
securities will be excluded from consolidated Tier I capital.  

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

EFFECT OF GOVERNMENT MONETARY POLICIES

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

HISTORY AND BUSINESS - COMMUNITY BANK

Community Bank's legal headquarters is located at 521 Main Street, Forest City,
Pennsylvania 18421.  As of December 31, 1995, Community Bank had total assets of
$347.1  million, total stockholders' equity of $24.8 million and total deposits 
and other liabilities of $322.3 million.

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

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

Community Bank solicits small- and medium-sized businesses located primarily 
within its market area that typically borrow less than $100 thousand.  In the 
event that certain loan requests exceed Community Bank's lending limit to any 
one customer, Community Bank seeks to arrange such loans on a participation 
basis with other financial institutions.



MARKET AREA

Community Bank's primary market area comprises the counties of Lackawanna,
Susquehanna, Wayne and Wyoming that are located in the Northeast corner of the
Commonwealth of Pennsylvania.  The largest municipality in this market area is 
the city of Scranton with a population of approximately 82 thousand inhabitants 
based upon 1990 census data.  None of Community Bank's branches are within the 
city of Scranton.  All of the branches are located well outside of Scranton in 
rural or small-town settings.  See Item 2 hereof for a description of the 
location of each branch office.

Community Bank competes with twenty-one other commercial banks and two thrift
institutions in its market area.  In terms of assets and liabilities, Community 
Bank is smaller than its major competitors.

SUPERVISION AND REGULATION - COMMUNITY BANK

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

The primary federal supervisory authority that regularly examines Community Bank
is the Federal Reserve Board.  The Federal Reserve Board has the authority under
the Financial Institutions Supervisory Act to prevent a state member bank from 
engaging in an unsafe or unsound practice in conducting its business.

Federal and state banking laws and regulations govern, among other things, the 
scope of a bank's business; the investments a bank may make; the reserves 
against deposits a bank must maintain; loans a bank makes and the collateral it 
takes; the activities of a bank with respect to mergers and consolidations; and 
the establishment of branches.  All banks in Pennsylvania are permitted to 
maintain branch offices in any county of the state.  Branches of state-chartered
banks may be established only after approval by the Department.  The Department 
is required to grant approval only if it finds that there is a need for banking 
services or facilities such as are contemplated by the proposed branch.  The 
Department may disapprove the application if the bank does not have the capital 
and surplus deemed necessary by the Department.

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

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

From time to time, various types of federal and state legislation have been 
proposed that could result in additional regulations of, and restrictions on, 
the business of Community Bank.  It cannot be predicted whether any such 
legislation will be adopted or how such legislation would affect the business of
Community Bank.  As a consequence of the extensive regulation of commercial 
banking activities in the United States, Community Bank's business is 
particularly susceptible to being affected by federal legislation and 
regulations that may increase the costs of doing business.  Under the Federal
Deposit Insurance Act, the Federal Reserve Board possesses the power to prohibit
institutions regulated by it (such as Community Bank) from engaging
in any activity that would be an unsafe and unsound banking practice and in 
violation of the law.  Moreover, the Financial Institutions and Interest Rate 
Control Act of 1987 ("FIRA") generally expands the circumstances under which 
officers or directors of a bank may be removed by the institution's federal 
regulator; restricts lending by a bank to its executive officers, directors, 
principal stockholders or related interests thereof; restricts management 
personnel of a bank from serving as directors or holding other management 
positions with certain depository institutions whose assets exceed a specified 
amount or that have an office within a specified geographic area: and
restricts management personnel from borrowing from another institution that
has a correspondent relationship with their bank.  Additionally, FIRA requires 
that no person may acquire control of a bank unless the appropriate federal 
regulator has been given 60 days prior written notice and within that time has 
not disapproved the acquisition or extended the period for disapproval.

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

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

COMMUNITY REINVESTMENT ACT

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

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

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

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

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

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

CONCENTRATION

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





































ITEM 2.       PROPERTIES

The Company owns no property other than through Community Bank as follows:

                                Type of     Approximate 
Property      Location          Ownership   Square Footage  Use
________      ________          _________   ______________  ___

      1       521 Main Street   Owned                7,100   Banking services.
              Forest City, PA               

      2       528 Main Street   Leased               4,250   Administrative
              Forest City, PA                                offices.

      3       347 Main Street   Owned                5,500   Banking services.
              Simpson, PA

      4       37 Dundaff Street Leased               4,300   Banking services.
                 Carbondale, PA

      5       Route 370         Leased                 900   Banking services.
              Lakewood, PA

      6       57 Main Street    Owned                6,000   Banking services.
              Nicholson, PA

      7       Route 6           Owned                3,500   Banking services.
              Tunkhannock, PA

      8       Route 106         Owned                1,300   Banking services.
              Clifford, PA

      9       61 Church Street  Owned                3,500   Banking services.
              Montrose, PA

     10       Route 29          Leased               2,175   Banking services.
              Eaton Township, PA

     11       Route 307         Leased               1,250   Banking services.
              Lake Winola, PA


The administrative offices, located at 528 Main Street, Forest City, have a 
property lease that expires in 1997 and contains an option that allows for an
additional term of five years.  The Carbondale property lease expires in 1998 
and contains an option that allows Community Bank to purchase the property at 
fair market value or renew the lease for two additional terms of five years 
each.  The Lakewood property lease expires in 1998 and contains an option to 
renew the lease for three additional terms of five years each.  The Route 29
Eaton Township property lease and Lake Winola  property lease expire in 2009.  
For information with respect to obligations for lease rentals, refer to Note 5 
of the Notes to Consolidated Financial Statements in the Company's Annual
Report to Stockholders filed at Exhibit 13 hereto and incorporated
in its entirety by reference.

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


ITEM 3.       LEGAL PROCEEDINGS

GENERAL

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

ENVIRONMENTAL ISSUES

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

On May 24, 1995, the Boards of Directors of the Company and Community Bank 
entered into a MOU with the Federal Reserve Bank of Philadelphia ("FRB") in 
recognition of their common goals to restore and maintain the financial 
soundness of the Company and Community Bank and to improve the overall financial
condition of Community Bank. Under the terms of the MOU, the Company and 
Community Bank were required to: (I) obtain the prior written approval of the 
FRB to declare or pay any dividends; (II) obtain the prior written approval of 
the FRB before the Company incurs any debt other than normal operating expenses;
(III) obtain the prior written approval of the FRB before the Company redeems 
its own stock; (IV) submit to the FRB a written plan to maintain capital ratios 
well in excess of minimum regulatory guidelines; (V) submit to the FRB a written
plan to ensure appropriate authority over and oversight of Community Bank's 
investment practices; (VI) prohibit Community Bank from additional purchases
of high-risk securities and structured notes as well as securities not in
compliance with the Federal Reserve Board's Supervisory Policy Statement on
Securities Activities; (VII) retain an independent consultant to review
Community Bank's securities activities and investments in the context of its 
overall interest rate risk and liquidity position and provide a written report 
to the FRB thereon; (VIII) submit to the FRB revised investment policies and 
procedures to correct deficiencies cited in the FRB's examinations with respect 
to prior investment practices involving the investment portfolio; (IX) submit to
the FRB a written liquidity plan to provide for an adequate level of assets to 
fund operations and meet customer needs; (X) submit quarterly progress reports 
to the FRB to assure compliance with the MOU; and (XI) submit the written plans,
policies and procedures to the FRB for review and approval.  As a result of the 
Company's substantial compliance with the terms, conditions and provisions of 
the MOU and its overall improved financial condition, the FRB terminated the MOU
effective February 16, 1996.

PART II

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

Shares of the Company's common stock are traded in the over-the-counter market 
and "bid" and "asked" quotations regularly appear on the Over-the-Counter 
Electronic Bulletin Board system under the symbol "CCBP."  As of March 1, 1996, 
two firms were listed on the Over-the-Counter Electronic Bulletin Board system 
as market makers for the Company's common stock.  The following table sets 
forth:  (1) the quarterly average bid and asked prices for a share of the 
Company's common stock during the periods indicated as reported by Rutherford 
Brown and Catherwood, Inc. of Clarks Summit, Pennsylvania, one of the market 
makers of the Company's common stock and (2) dividends on a share of the common 
stock with respect to each dividend payment since January 1, 1994.  The 
following quotations represent prices between buyers and sellers and do not 
include retail markup, markdown or commission.  They may not necessarily
represent actual transactions.

<TABLE>
<CAPTION>
                                                Average Stock Prices     
                                                ____________________     Dividends
                                                  Bid          Asked     Declared                                               
                                                  ___          _____     _________
1995:
<S>                                            <C>            <C>             <C>  
First quarter........................          $40.00         $40.00          ----
Second quarter.......................          $40.00         $40.00          ----
Third quarter........................          $40.00         $40.00          $.23
Fourth quarter.......................          $40.00         $42.00          $.40

1994:
First quarter........................          $30.00         $32.00          ----
Second quarter.......................          $32.00         $35.00          $.23
Third quarter........................          $35.00         $40.00          ----
Fourth quarter.......................          $40.00         $40.00          $.39
</TABLE>

As of February 6, 1996, the Company had 702 stockholders of record.

Since its formation in 1984 as the parent holding company of Community Bank, the
Company has paid cash dividends.  It is the present intention of the Company's 
Board of Directors to continue the dividend payment policy, although the payment
of future dividends must necessarily depend upon earnings, financial condition, 
appropriate restrictions under applicable law and other factors relevant at the 
time the Board of Directors considers any declaration of dividends.  Cash 
available for the payment of dividends must initially come from dividends paid 
by Community Bank to the Company. Therefore, the restrictions on Community 
Bank's dividend payments are directly applicable to the Company.

During 1995 under the MOU, the Company and Community Bank could not declare or 
pay any dividends without the prior written approval of the FRB.  The dividends 
declared and paid during 1995 did receive such prior written approval.

DIVIDEND RESTRICTIONS ON COMMUNITY BANK

Federal Reserve Board Regulation H restricts state member banks from paying a
dividend if the total of all dividends declared by the bank in any calendar year
exceeds the total of its net profits for that year combined with its retained 
net profits of the preceding two calendar years, less any required transfers to 
surplus, unless the bank has received the prior approval from the Federal 
Reserve Board. Accordingly, Community Bank, without prior approval of bank 
regulators, may declare dividends to the Company in 1996 totaling $1,612 
thousand plus net profits earned by Community Bank for the period from 
January 1, 1996, through the date of declaration, less dividends previously paid
in 1996.

In addition, the Code provides that cash dividends may be declared and paid by
Community Bank only out of accumulated net earnings.  Prior to the declaration 
of any dividend, if the surplus of Community Bank is less than the amount of its
capital, Community Bank shall, until surplus is equal to such amount, transfer 
to surplus an amount that is at least 10.0 percent of the net earnings of 
Community Bank for the period since the end of the fiscal year or for any 
shorter period since the declaration of a dividend.  If the surplus of Community
Bank is less than 50.0 percent of the amount of the capital, no dividend may be 
declared or paid without prior approval of the Department until such surplus is 
equal to 50.0 percent of Community Bank's capital.

DIVIDEND RESTRICTIONS ON THE COMPANY

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




ITEM 6.        SELECTED FINANCIAL DATA

The information called for by this item is filed at Exhibit 13 hereto and is
incorporated in its entirety by reference under this Item 6.

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

The information called for by this item is filed at Exhibit 13 hereto and is
incorporated in its entirety by reference under this Item 7.

ITEM 8.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Company's consolidated financial statements and notes thereto are filed at
Exhibit 13 hereto and are incorporated in their entirety by reference under this
Item 8.

The Company does not meet both of the tests under Item 302(a)(5) of Regulation 
S-K, and therefore, is not required to provide supplementary financial data.
































PART III

ITEM 10.       DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

Each director of the Company is elected for a one-year term and until his 
successor is duly elected and qualified.  Current directors were elected at the 
1995 Annual Meeting of Stockholders, which was held on September 15, 1995.  The 
following table contains certain information with respect to the directors and 
executive officers of the Company:

                                                                      DIRECTOR
                                                                      OF
                                   PRINCIPAL OCCUPATION FOR PAST      COMPANY/ 
                        AGE AS OF  FIVE YEARS AND POSITION HELD       COMMUNITY
                         MARCH 1,  WITH THE COMPANY                   BANK SINCE
NAME                       1996    AND COMMUNITY BANK
____                    _________  ____________________________       __________

David L. Baker              50     President and Chief Executive       1988/1993
                                   Officer ("CEO") of the Company and 
                                   Community Bank (as of April 26, 
                                   1995); Senior Vice President of 
                                   Community Bank (as of January 20, 
                                   1993); President of FNB Nicholson 
                                   (1987-1992) prior to its merger 
                                   with Community Bank

Donald R. Edwards, Sr.(1)   52     Owner, Mountain View Inn            1988/1993

William F. Farber, Sr.      59     President, Farber's Restaurants;    1983/1970
                                   Chairman of the Boards of Directors
                                   of the Company and Community Bank

Judd B. Fitze               44     Partner, Farr, Davis & Fitze        1995/1992
                                   (attorney-at-law)

Michael T. Goskowski(2)     73     President, Kartri Sales Mfg.        1984/1984
                                   (manufacturing); Secretary of
                                   the Company and Community Bank

John P. Kameen              54     Publisher, Forest City News         1983/1979

William B. Lopatofsky       64     Owner, Northeast Distributors       1983/1982
                                   and Equipment

J. Robert McDonnell         60     Owner, McDonnell's Restaurant;      1983/1979
                                   Vice President of the Company

Joseph P. Moore, Jr.        69     President, Moore Motors Inc.        1988/1992
                                   (automobile dealership); President
                                   Elk Mountain Ski Resort, Inc.

Eric Stephens(1)            44     Auto Dealer, H.L. Stephens and Son  1988/1993
                                   (automobile dealership)
[FN]
(1)         Eric Stephens is married to the niece of Donald R. Edwards, Sr.

(2)         In accordance with Article 10 of the Amended Articles of 
            Incorporation of the Company, Mr. Goskowski served as a director of 
            the Corporation until December 31, 1995, the completion of the 
            year in which he attained 72 years of age.  Mr. Goskowski continues 
            to serve as a director of Community Bank.



PRINCIPAL OFFICERS OF THE COMPANY

The following table sets forth selected information about the principal officers
of the Company, each of whom is elected by the Board of Directors and each of 
whom holds office at the discretion of the Board of Directors:

                                    COMPANY 
                            HELD    EMPLOYEE   NUMBER OF SHARES      AGE AS OF
NAME AND POSITION           SINCE    SINCE     BENEFICIALLY OWNED  MARCH 1, 1996
-----------------           -----  ----------  ------------------  -------------
William F. Farber, Sr.      1983      (1)           62,440               59
Chairman of the Board

David L. Baker              1995     1992(2)         3,768(3)            50
President and CEO

Scott A. Seasock            1987     1992(4)           915(5)            38
Senior Vice President and
Chief Financial Officer

Thomas E. Sheridan          1989     1985              588(6)            39
Senior Vice President and
Chief Operating Officer

J. Robert McDonnell         1983      (1)           10,848(6)            60
Vice President

Michael T. Goskowski        1984      (1)            7,032(7)            73
Secretary
[FN]

(1)            Messrs. Farber, McDonnell and Goskowski are not employees of 
               Community Bank.
(2)            Prior to the merger of FNB Nicholson with Community Bank, Mr. 
               Baker was employed by FNB Nicholson from 1987 to 1992 as the 
               President.
(3)            Includes 1,680 shares held individually; 1,600 shares held 
               jointly with his spouse;  244 shares held under his IRA; and 244 
               shares held under his spouse's IRA.
(4)            Prior to the merger of FNB Nicholson with Community Bank, Mr. 
               Seasock was employed by FNB Nicholson from 1987 to 1992 as Senior
               Vice President and Chief Financial Officer.
(5)            Includes 220 shares held under his IRA; 275 shares held jointly 
               with his spouse; 20 shares held jointly with his spouse and son;
               and 400 shares held jointly with his spouse and sons.
(6)            Held jointly with his spouse.
(7)            Includes 3,180 shares held jointly with his spouse; 412 shares 
               held in trust for his granddaughter; and 3,440 shares held 
               jointly with his spouse and daughter.















PRINCIPAL OFFICERS OF COMMUNITY BANK

The following table sets forth selected information about the principal officers
of Community Bank, each of whom is elected by the Board of Directors of 
Community Bank and each of whom holds office at the discretion of Community 
Bank's Board of Directors:


                                  Community
                                    Bank
                           Held   Employee   Number of Shares      Age as of
Name and Position          Since    Since    Beneficially Owned    March 1, 1996
-----------------          -----  ---------  ------------------    -------------
David L. Baker              1995    1993(1)       3,768                  50
President and CEO

Scott A. Seasock            1992    1992(2)         915                  38
Senior Vice President and 
Chief Financial Officer

Thomas E. Sheridan          1989    1985            588                  39
Senior Vice President and 
Chief Operating Officer

Thomas M. Chesnick          1989    1952          9,300(3)               61
Vice President, Cashier and 
Assistant Secretary
[FN]

(1)            See footnote (2) above under the caption entitled "Principal 
               Officers of the Company" as to the employment history of 
               Mr. Baker.
(2)            See footnote (4) above under the caption entitled "Principal 
               Officers of the Company" as to the employment history of Mr. 
               Seasock.
(3)            Includes 5,960 shares held jointly with his spouse; and 3,340 
               shares held jointly with various relatives.

Section 16(a) of the Exchange Act, as amended, requires the Company's officers 
and directors, and persons who own more than 10.0 percent of the registered 
class of the Company's equity securities, to file reports of ownership and 
changes in ownership with the SEC.  Officers, directors and persons who own more
than 10.0 percent of the Company's stock are required by the SEC regulation to 
furnish the Company with copies of all Section 16(a) forms they file.  Based 
solely on its review of the copies of such forms received by it, or written 
representations from certain reporting persons that no Form 5 was required for 
any of those persons, the Company believes that during the period January 1, 
1995, through December 31, 1995, its officers and directors were in 
compliance with all filing requirements applicable to them.









ITEM 11. EXECUTIVE COMPENSATION

Shown below is information concerning the annual compensation for services in 
all capacities to the Company and Community Bank for the fiscal years ended 
December 31, 1995, 1994 and 1993, to the present and former President and CEO of
the Company and Community Bank.  No other officers' total annual salary and 
bonus exceeded $100,000 during the fiscal years reported:

                             SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
              
                                                                                LONG-TERM COMPENSATION
                                              ANNUAL COMPENSATION                 AWARDS      PAYOUTS

                                                              Other
Name and                                                      Annual       Restricted                     All Other
Principal                                                     Compens-       Stock     Option   LTIP      Compensa-
Position                  Year        Salary($)     Bonus($)  ation($)(1)   Award(s)   /SARs  Payouts     tion($)  
---------------------------------------------------------------------------------------------------------------------
<S>                       <C>           <C>           <C>          <C>         <C>        <C>     <C>     <C>       
David L. Baker            1995          84,666        6,000        0           0          0       0         1,379(2) 
President and CEO 

Gerald B.                 1995          31,785           0         0           0          0       0       207,472(4)
Franceski(3)                            96,374       26,500                                                 4,020(2)
                                        93,044       30,000                                                 4,131(2)
---------------------------------------------------------------------------------------------------------------------


<FN>

(1) The amount of perquisites and other personal benefits was less than 10.0 
    percent of the salary and bonus reported, and, therefore, need not be 
    presented.
(2) Represents the contribution Community Bank made on behalf of Messrs. Baker 
    and Franceski pursuant to the profit sharing plan.
(3) The Company and Community Bank terminated the employment agreement with Mr.
    Franceski on April 26, 1995.
(4) Represents the lump-sum payment at termination required by the employment 
    agreement with Mr. Franceski.
</FN>
</TABLE>

PENSION PLAN

The Company has a profit sharing plan ("Plan"), which covers all employees who 
have completed 1,000 hours of service, attained 21 years of age and have been
employed by the Company for at least one year.  The entry date of an employee 
into the Plan is January 1 of the year following the satisfaction of the 
eligibility requirements.  Normal retirement age is sixty-five (65).  The normal
retirement benefit is the accumulated account balance of annual contributions, 
investment income and forfeitures.  The annual contribution is determined by the
Board of Directors each year.  Contributions are allocated to each participant 
based on a pro-rata share of compensation covered under the Plan.  Investment 
income is allocated to each participant based on a pro-rata share of the account
balances accumulated at the beginning of the year.  Forfeitures are allocated to
each participant based on a pro-rata share of compensation covered under the 
Plan.  If a participant separates from service prior to retirement, the 
participant will be entitled to a portion of the profit sharing account based
on years of service according to the following schedule:



              Years of Service              Vested Interest
              ----------------              ---------------
                Less than 1                       0%
                     1                           10
                     2                           20
                     3                           30
                     4                           40
                     5                           60
                     6                           80
                 7 or more                      100%

A participant is always 100.0 percent vested in pension plan transferred 
balances.

During 1995, $113,728 was allocated among the participants' accounts of the 
Plan. The amount contributed by Community Bank in 1995 to the Plan for Mr. 
Franceski, the then President and CEO of the Company was $3,000.  Mr. Franceski 
had sixteen (16) years of credited service under the Plan.  The amount 
contributed by Community Bank in 1995 to the Plan for Mr. Baker, the President 
and CEO of the Company was $4,296. Mr. Baker had nine (9) years of credited 
service under the Plan.

COMPENSATION OF DIRECTORS

During 1995, Messrs. Franceski and Baker, officers of the Company and Community
Bank, sat on the Company's and Community Bank's Board of Directors and various 
committees of the Company and Community Bank.  Messrs. Baker and Franceski 
received no fees for their services on such committees.  Messr. Franceski 
received $620 in fees for his services as a director on the Company's Board and 
no fees for his services on Community Bank's Board.  Messr. Baker received no 
fees for his services on the Company's or Community Bank's Board.

Except for Mr. Farber, members of Community Bank's Board of Directors received 
a fee of $800 per month.  Mr. Farber, as the Chairman of Community Bank, 
received a fee of $1,300 per month.  Aggregate directors' fees paid by Community
Bank in 1995 were $140,400.  All members of the Company's Board of Directors, 
including Mr. Farber, the Chairman of the Company, received a fee of $400 per 
quarter.  Aggregate directors' fees paid by the Company in 1995 were $24,520.

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Board of Directors of the Company is responsible for the governance of the
Company and its subsidiary, Community Bank.  In fulfilling its fiduciary duties,
the Board of Directors acts in the best interests of the Company's stockholders,
customers and the communities served by the Company and Community Bank.  To
accomplish the strategic goals and objectives of the Company, the Board of 
Directors engages competent persons who undertake to accomplish these objectives
with integrity and in a cost-effective manner.  The compensation of these 
individuals is part of the Board of Directors' fulfillment of its duties to 
accomplish the Company's strategic mission.  Community Bank provides 
compensation to the employees of the Company and Community Bank.

The fundamental philosophy of the Company's and Community Bank's compensation 
program is to offer competitive compensation opportunities for all employees 
based on the individual's contribution and personal performance.  The 
compensation program is administered by the Executive Compensation Committee 
("Committee") comprised of four outside directors, and a member of Community 
Bank's Board of Directors listed in the section "Executive Officers," thereto.  
The objectives of the Committee are to establish a fair compensation policy to 
govern executive officers' base salaries and incentive plans to attract and 
motivate competent, dedicated and ambitious managers whose efforts will enhance 
the products and services of the Company, the results of which will be
improved profitability, increased dividends to our stockholders and
subsequent appreciation in the market value of our stock.

The compensation of the Company's and Community Bank's top executives is 
reviewed and approved annually by the Board of Directors.  The top executives 
whose compensation is determined by the Committee include the CEO and all other 
Vice Presidents.  As guidance for review in determining base salaries, the 
Committee uses information composed of a Pennsylvania bank peer group.  This 
bank peer group is different than the peer group utilized for the performance 
chart.  Pennsylvania peer group banks have been utilized because of common 
industry issues and competition for the same executive talent group.

CEO COMPENSATION

The Board of Directors has determined that the CEO's 1995 compensation of 
$90,666 (which represents Mr. Baker's annual salary and bonus) was appropriate 
in light of the Company's 1995 performance accomplishments.  There is no direct
correlation, however, between the President and CEO's compensation and the 
Company's performance, nor is there any weight given by the Committee to any 
specific individual criteria. Such 1995 compensation was based on the 
Committee's subjective determination after review of all information that it 
deemed relevant.

EXECUTIVE OFFICERS

Compensation for Community Bank's executive officers is determined by the 
Committee based on its subjective analysis of the individual's contribution to 
the Company's strategic goals and objectives.  In determining whether strategic 
goals have been achieved, the Board of Directors considers, among numerous other
factors, the following:  the Company's performance as measured by earnings, 
revenues, return on assets, return on equity, market share, total assets and 
nonperforming loans. Although the performance and increases in compensation are 
measured in light of these factors, there is no direct correlation between any 
specific criterion and the employees compensation, nor is there any specific 
weight provided to any such criteria in the Committee's analysis.  The 
determination by the Committee is subjective after review of all information, 
including the above, it deems relevant.

Total compensation opportunities available to the employees of Community Bank 
are influenced by general labor market conditions, the specific responsibilities
of the individual and the individual's contributions to the Company's success.  
Individuals are reviewed annually on a calendar year basis.  Community Bank 
strives to offer compensation that is competitive with that offered by employers
of comparable size in the banking industry.  Through these compensation 
policies, the Company strives to meet its strategic goals and objectives to its 
constituents and provide compensation that is fair and meaningful to its 
employees.

                  Submitted by the Executive Compensation Committee
                  -------------------------------------------------
                               William F. Farber, Sr.
                                Michael T. Goskowski
                                   John P. Kameen
                                Joseph P. Moore, Jr.
                                    Judd B. Fitze


Stock Performance Graph and Table
---------------------------------
The following graph and table compare the cumulative stockholder return on the
Company's Common Stock during the period January 1, 1990, through and including
December 31, 1995, with (I) a Peer Group Index(1) and (II) the Standard & Poor's
500 Index.  The comparison assumes $100 was invested on January 1, 1990, in the 
Company's Common Stock and in each of the below indices and assumes further the 
reinvestment of dividends into the applicable securities.










<TABLE>

                                 1990     1991     1992     1993     1994     1995
                                 ----     ----     ----     ----     ----     ----
                                                    (In Dollars)                
<S>                           <C>      <C>      <C>      <C>      <C>      <C>   
Peer Group Index(1)           $100.00  $ 95.06  $105.90  $146.10  $177.51  $202.19
Comm Bancorp, Inc.             100.00    88.59    90.73   112.13   158.80   169.26
Standard & Poor's 500 Index   $100.00  $126.31  $131.95  $141.25  $139.08  $186.52


<FN>

(1) The Peer Group Index, for which information appears above, includes the 
    following companies: 
    CNB Financial Corporation, Citizens & Northern Corporation, Heritage 
    Bancorp, Inc., Penn Security Bank & Trust Company, Penns Woods Bancorp, 
    Inc., Pioneer American Holding Company and Wayne Bank.  These companies were
    selected based on four criteria:  total assets between $150 million and $600
    million; market capitalization greater than $20 million; headquarters 
    located in Pennsylvania; and not quoted on the NASDAQ Stock Market.

</FN>
</TABLE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Principal Owners

The following table sets forth, as of February 7, 1996, the name and address of
each person who owns of record or who is known by the Board of Directors to be 
the beneficial owner of more than 5.0 percent of the outstanding Common Stock,  
the number of shares beneficially owned by such person and the percentage of the
outstanding Common Stock so owned.

                                                   Percent of Outstanding
                              Shares Beneficially     Common Stock
Name and Address                    Owned(1)         Beneficially Owned  
----------------              -------------------  ----------------------
Joseph P. Moore, Jr.                72,420(2)             9.88%
400 Williamson Road   
Gladwyne,  PA  19035   

William F. Farber, Sr.              62,440                8.51%
Crystal Lake Road
R.R. 1, Box 1281
Carbondale, PA  18407

Gerald B. Franceski                 51,350(3)             7.00%
Lewis Lake, P.O. Box 88
Union Dale, PA  18470

Robert T. Seamans                   43,120(4)             5.88%
P.O. Box 462
Factoryville, PA  18419
[FN]

(1)            The securities "beneficially owned" by an individual are 
               determined in accordance with the definitions of "beneficial 
               ownership" set forth in the General Rules and Regulations of the
               SEC and may include securities owned by or for the individual's 
               spouse and minor children and any other relative who has the same
               home, as well as securities to which the individual has or shares
               voting or investment power or has the right to acquire beneficial
               ownership within sixty (60) days after February 7, 1996.  
               Beneficial ownership may be disclaimed as to certain of the
               securities.
(2)            Includes 10,080 shares held individually; 2,100 shares held in 
               the Moore Motors, Inc. Profit Sharing Plan, an automobile 
               dealership of which he is President; and 60,240 shares held
               beneficially by Moore & Company, which are held in trust for his
               various relatives.
(3)            Includes 34,350 shares held jointly with his spouse; and 17,000 
               shares held jointly in various combinations with his spouse, 
               sons, brother, sister and aunt.
(4)            Includes 42,675 shares held individually; and 445 shares held 
               individually by his spouse.









Beneficial Ownership by Executive Officers and Directors

The following table sets forth as of February 7, 1996, the amount and percentage
of the Common Stock beneficially owned by each director and all officers and 
directors of the Company as a group.

NAME OF INDIVIDUAL           AMOUNT AND NATURE OF               PERCENT
OR IDENTITY OF GROUP       BENEFICIAL OWNERSHIP(1)(2)(3)      OF CLASS(4)
--------------------       -----------------------------      -----------
David L. Baker                     3,768(5)                      ----
Donald R. Edwards, Sr.            17,272(6)                      2.36%
William F. Farber, Sr.            62,440                         8.51%
Judd B. Fitze                      3,400(7)                      ----   
Michael T. Goskowski               7,032(8)                      ----   
John P. Kameen                     6,760(9)                      ----   
William B. Lopatofsky              8,470(9)                      1.15%
J. Robert McDonnell               10,848(9)                      1.48%
Joseph P. Moore, Jr.              72,420(10)                     9.88%
Scott A. Seasock                     915(11)                     ----
Thomas E. Sheridan                   588(9)                      ----
Eric Stephens                      2,320(12)                     ----

All Executive Officers and Directors
 of the Company as a Group
 (9 Directors, 6 Officers,
 12 Persons in Total)            196,233                        26.76%
[FN]

(1)            Does not include any Common Stock held in fiduciary accounts 
               under the control of the Trust Department of Community Bank.
(2)            See footnote (1) under the above caption entitled "Principal 
               Owners" for the definition of "beneficial ownership."
(3)            Information furnished by the directors and the Company.
(4)            Less than 1.0 percent unless otherwise indicated.
(5)            See footnote (3) under the above caption entitled "Principal 
               Officers of the Company."
(6)            Includes 14,940 shares held individually; 1,860 shares held 
               individually by his spouse; 300 shares held jointly with his 
               daughter; 100 shares held jointly by his spouse and daughter; 36
               shares held under his IRA; and 36 shares held under his spouse's
               IRA.
(7)            Includes 400 shares held under his IRA; and 3,000 shares held 
               jointly with his spouse.
(8)            See footnote (7) under the above caption entitled 
               "Principal Officers of the Company."
(9)            Held jointly with his spouse.
(10)           See footnote (2) under the above caption entitled "Principal 
               Owners."
(11)           See footnote (5) under the above caption entitled "Principal 
               Officers of the Company."
(12)           Includes 1,780 shares held individually; 300 shares held 
               individually by his spouse; and 240 shares held individually by 
               his children.







ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as described in the paragraphs below, there have been no material 
transactions between the Company and Community Bank, nor any material 
transactions proposed, with any director or executive officer of the Company and
Community Bank, or any associate of the foregoing persons.  The Company and 
Community Bank have had financial transactions in the ordinary course of 
business with directors and officers of the Company and Community Bank.  The 
Company and Community Bank intend to continue to have banking and financial 
transactions in the ordinary course of business with directors and officers
of the Company and Community Bank and their associates on substantially the
same terms, including interest rates and collateral, as those prevailing
from time to time for comparable transactions with other persons.  
Total loans outstanding from Community Bank as of December 31, 1995, to the 
Company's and Community Bank's executive officers and directors as a group and 
members of their immediate families and companies in which they had an ownership
interest of 10.0 percent or more was $3,157,222 or approximately 11.3 percent of
the total equity capital of the Company.  Loans to such persons were made in the
ordinary course of business and were made on substantially the same terms, 
including interest rates and collateral, as those prevailing at the time for 
comparable transactions with other persons, and did not involve more than the 
normal risk of collectibility or present other unfavorable features.

Community Bank leases its Carbondale branch office from William F. Farber, Sr.,
the Chairman of the Boards of Directors of the Company and Community Bank.  The 
lease, which commenced in October 1988, expires in 1998 and contains an option 
that allows Community Bank to purchase the property at fair market value or 
renew the lease for two additional terms of five years each.  In 1995, lease 
payments to Mr. Farber were $6,020 per month or $72,240 annually.  

Community Bank has extended credit to Joseph P. Moore, Jr., a director of the 
Company and Community Bank, who is President of Elk Mountain Ski Resort, Inc. 
("Elk Mountain").  As of December 31, 1995, the Bank had outstanding balances 
with Elk Mountain of $540.0 thousand, secured by a first lien mortgage on all 
real property and equipment, and of $750.0 thousand, secured by a second lien 
mortgage on all real property and equipment.  The interest rate on these 
mortgages was, and is, Community Bank's prime rate of interest.

PART IV

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

(a)            1. The Company's consolidated financial statements and notes 
thereto as well as the applicable reports of the independent certified public 
accountants are filed at Exhibit 13 hereto and are incorporated in their 
entirety by reference under this Item 14(a)1.


2.             All schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.

3.             The exhibits required by Item 601 of Regulation S-K are included
under Item 14(c) hereto.

(b)            Reports on Form 8-K

The Company filed no current reports on Form 8-K during the quarter ended
December 31, 1995.

(c)            Exhibits required by Item 601 of Regulation S-K:

Exhibit Number Referred to
Item 601 of Regulation S-K                      Description of Exhibit
--------------------------                      ----------------------
         2                                     None.
         3                             Bylaws of the Company, amended as 
                                       of December 31, 1995.
         4                                     None.
         9                                     None.
        10                                     None.
        11                                     None.
        12                                     None.
        13                             Portions of the Annual Report to
                                       Stockholders for Fiscal Year Ended
                                       December 31, 1995.
        16                                     None.
        18                                     None.
        21                             List of Subsidiaries of the
                                       Company.
        22                                     None.
        23                                     None.
        24                                     None.
        27                                     None.
        28                                     None.





                                 Comm Bancorp, Inc.
                                   521 Main Street
                          Forest City,  Pennsylvania  18421
                              Telephone: (717) 785-3181


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange 
Act of 1934, the Registrant has duly caused this report to be signed on its 
behalf by the undersigned, thereunto, duly authorized.

COMM BANCORP, INC.
(Registrant)

BY:/s/ David L. Baker                                March 10, 1996
   ---------------------------------
   David L. Baker, President and
   Chief Executive Officer
   (Principal Executive Officer)



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.

Signature and Capacity                                    Date

/s/ David L. Baker                                   March 10, 1996
----------------------------------                        ---
David L. Baker, President and
Chief Executive Officer/Director

/s/ Donald R. Edwards, Sr.                           March 10, 1996
----------------------------------                        ---
Donald R. Edwards, Sr., Director

/s/ William F. Farber, Sr.                           March 10, 1996
----------------------------------                        ---
William F. Farber, Sr., 
Chairman of the Board/Director                                

/s/ Judd B. Fitze                                    March 10, 1996
----------------------------------                        ---
Judd B. Fitze, Director

/s/ Michael T. Goskowski                             March 10, 1996
----------------------------------                        ---
Michael T. Goskowski,
Secretary/Director

/s/ John P. Kameen                                   March 10, 1996
----------------------------------                        ---
John P. Kameen, Director

/s/ William B. Lopatofsky                            March 10, 1996
----------------------------------                        ---
William B. Lopatofsky, Director

/s/ J. Robert McDonnell                              March 10, 1996
----------------------------------                        ---
J. Robert McDonnell, 
Vice President/Director

/s/ Joseph P. Moore, Jr.                             March 10, 1996
----------------------------------                        ---
Joseph P. Moore, Jr., Director

/s/ Scott A. Seasock                                 March 10, 1996 
----------------------------------                        ---
Scott A. Seasock, Chief Financial 
Officer (Principal Financial Officer)

/s/ Eric Stephens                                    March 10, 1996
----------------------------------                        ---
Eric Stephens, Director










































                                    EXHIBIT INDEX


Item Number                    Description                             Page
-----------                    -----------                             ----
     3                         Bylaws of the Company, amended as of     
                               December 31, 1995                        38 

    13                         Portions of the Annual Report to 
                               Stockholders for the
                               Fiscal Year Ended December 31, 1995      52

    21                         List of Subsidiaries of the Company     161