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

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

For the fiscal year ended DECEMBER 31, 1997
                          _________________
                                           OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from             to
                              ____________   ___________________________________
Commission file number          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 $0.33 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 the closing sale price: $63,036,234 AT FEBRUARY 3, 1998.

Indicate the number of shares outstanding of the registrant's common stock, as
of the latest practicable date: 2,204,169 AT FEBRUARY 3, 1998.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Annual Report to Stockholders for the year ended
December 31, 1997, are incorporated by reference in Part II of this Annual
Report.  Portions of the registrant's 1998 Proxy Statement are incorporated by
reference in Part III of this Annual Report.


                                  Page 1 of 230
                             Exhibit Index on Page 42
                                COMM BANCORP, INC.
                                 FORM 10-K INDEX

PART I                                                            Page
Item  1. Business.................................................  3

Item  2. Properties............................................... 23

Item  3. Legal Proceedings........................................ 24

Item  4. Submission of Matters to a Vote of Security Holders......  *
PART II
Item  5. Market for the Registrant's Common Equity and Related
         Stockholder Matters...................................... 25

Item  6. Selected Financial Data.................................. 26

Item  7. Management's Discussion and Analysis of Financial
         Condition and Results of Operations...................... 26

Item 7A. Quantitative and Qualitative Disclosures about Market
         Risk..................................................... 26

Item  8. Financial Statements and Supplementary Data.............. 26

Item  9. Changes in and Disagreements with Accountants on
         Accounting and Financial Disclosure......................  *
PART III
Item 10. Directors and Executive Officers of the Registrant....... 27

Item 11. Executive Compensation................................... 30

Item 12. Security Ownership of Certain Beneficial Owners and
         Management............................................... 36

Item 13. Certain Relationships and Related Transactions........... 38

PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on
         Form 8-K................................................. 39

Signatures........................................................ 40

Exhibit Index..................................................... 42

*Not Applicable
                                COMM BANCORP, INC.
                                    FORM 10-K

PART I

ITEM 1.   BUSINESS

GENERAL

Comm Bancorp, Inc. ("Company") is a Pennsylvania business corporation,
incorporated
on May 20, 1983, and is a bank holding company, registered with and supervised
by
the Board of Governors of the Federal Reserve System ("Federal Reserve Board").
The Company has one wholly-owned subsidiary, Community Bank and Trust Company
("Community Bank").  The deposits of Community Bank are insured by the Federal
Deposit Insurance Corporation ("FDIC") under the Bank Insurance Fund ("BIF").
The
Company's business has consisted of managing and supervising Community Bank
and its
principal source of income has been dividends paid by Community Bank.  At
December 31, 1997, the Company had approximately total consolidated assets of
$381.8 million, deposits of $332.4 million and stockholders' equity of $36.1
million.  During 1997, the Company and Community Bank employed approximately 161
persons on a full-time equivalent basis.

Community Bank is a Pennsylvania state-chartered commercial bank and a member of
the Federal Reserve System.  As of December 31, 1997, Community Bank had twelve
branch locations, including its main office in Forest City, Susquehanna County,
Pennsylvania.  Community Bank's branch offices are located in the Northeastern
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") 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.

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.

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 nonbanking 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 acquisition 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 Community Bank.  Subject to certain exceptions, a bank
holding
company and its subsidiaries are generally prohibited from engaging in certain
tie-
in arrangements in connection with any extension of credit or provision of
credit
or provision of any property or service.  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 NONBANKING ACTIVITIES

The Federal Reserve Board permits bank holding companies or their subsidiaries
to
engage in nonbanking 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 nonbanking activities that presently may be conducted by a bank
holding
company or its subsidiary without prior approval of the Federal Reserve Board
are:

1. EXTENDING CREDIT AND SERVICING LOANS:  Making, acquiring, brokering or
servicing
loans or other extensions of credit (including factoring, issuing letters of
credit
and accepting drafts) for the company's account or for the account of others.

2. ACTIVITIES RELATED TO EXTENDING CREDIT: Any activity usual in connection with
making, acquiring, brokering or servicing loans or other extensions of credit as
determined by the Federal Reserve Board.  The Federal Reserve Board has
determined
that the following activities are usual in connection with making, acquiring,
brokering or servicing loans or other extensions of credit: (i) performing
appraisals of real estate and tangible and intangible personal property,
including
securities; (ii) 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, if the
bank holding company and its affiliates do not have an interest in, or
participate
in managing or developing, a real estate project for which it arranges equity
financing, and do not promote or sponsor the development of the property; (iii)
authorizing a subscribing merchant to accept personal checks tendered by the
merchant's customers in payment for goods and services, and purchasing from the
merchant validly authorized checks that are subsequently dishonored; (iv)
collecting overdue accounts receivable, either retail or commercial; (v)
maintaining information related to the credit history of consumers and providing
the information to a credit grantor who is considering a borrower's application
for
credit or who has extended credit to the borrower; (vi) engaging under contract
with a third party in asset management, servicing and collection of assets of a
type that an insured depository institution may originate and own, if the
company
does not engage in real property management or real estate brokerage services as
part of these services; (vii) acquiring debt that is in default at the time of
acquisition under certain conditions; and (viii) providing real estate
settlement services.

3. LEASING PERSONAL OR REAL PROPERTY:  Leasing personal or real property or
acting
as agent, broker or adviser in leasing such property under certain conditions.

4. OPERATING NONBANK DEPOSITORY INSTITUTIONS: (i) Owning, controlling or
operating
an industrial bank, Morris Plan bank or industrial loan company, so long as the
institution is not a bank; and (ii) owning, controlling or operating a savings
association, if the savings association engages only in deposit-taking
activities,
lending, and other activities that are permissible for bank holding companies.

5. TRUST COMPANY FUNCTIONS:  Performing functions or activities that may be
performed by a trust company, including activities of a fiduciary, agency or
custodial nature, in the manner authorized by federal or state law, so long
as the company is not a bank for purposes of the Bank Holding Company Act.

6. FINANCIAL AND INVESTMENT ADVISORY ACTIVITIES:  Acting as investment or
financial
advisor to any person including, without in any way limiting, the foregoing:
(i)
serving as investment adviser as defined in section 2(a)(20) of the Investment
Company Act of 1940, 15 U.S.C. 80a-2(a)(20), to an investment company registered
under that act, including sponsoring, organizing and managing a closed-end
investment company;  (ii) furnishing general economic information and advice,
general economic statistical forecasting services and industry studies;  (iii)
providing advice in connection with mergers, acquisitions, divestitures,
investments, joint ventures, leveraged buyouts, recapitalizations, capital
structurings, financing transactions and similar transactions, and conducting
financial feasibility studies;  (iv) providing information, statistical
forecasting
and advice with respect to any transaction in foreign exchange, swaps and
similar
transactions, commodities, forward contracts, options, futures, options on
futures
and similar instruments; (v) providing educational courses and instructional
materials to consumers on individual financial management matters; and (vi)
providing tax-planning and tax-preparation services to any person.

7. AGENCY TRANSACTIONAL SERVICES FOR CUSTOMER INVESTMENTS:  (i) Providing
securities brokerage services including securities clearing and/or securities
execution services on an exchange, whether alone or in combination with
investment
advisory services, and incidental activities including related securities credit
activities and custodial services, if the securities brokerage services are
restricted to buying and selling securities solely as agent for the account of
customers and do not include securities underwriting or dealing; (ii) buying and
selling in the secondary market all types of securities on the order of
customers
as a "riskless principal" to the extent of engaging in a transaction in which
the
company, after receiving an order to buy or sell a security from a customer,
purchases or sells the security for its own account to offset a contemporaneous
sale to or purchase from the customer.  This does not include: (a) selling bank-
ineligible securities at the order of a customer that is the issuer of the
securities, or selling bank-ineligible securities in any transaction where the
company has a contractual agreement to place the securities as agent of the
issuer;
or (b) acting as a riskless principal in any transaction involving a bank-
ineligible security for which the company or any of its affiliates acts as
underwriter (during the period of the underwriting or for 30 days thereafter) or
dealer; (iii) acting as agent for the private placement of securities in
accordance
with the requirements of the Securities Act of 1933 and the rules of the SEC, if
the company engaged in the activity does not purchase or repurchase for its own
account the securities being placed, or hold in inventory unsold portions of
issues
of these securities; (iv) acting as a futures commission merchant for
unaffiliated
persons in the execution, clearance, or execution and clearance of any futures
contract and option on a futures contract traded on an exchange in the United
States or abroad under certain conditions; and (v) providing to customers, as
agent, transactional services with respect to swaps and similar transactions.

8. INVESTMENT TRANSACTIONS AS PRINCIPAL:  (i) Underwriting and dealing in
obligations of the United States, general obligations of states and their
political
subdivisions, and other obligations that state member banks of the Federal
Reserve
System may be authorized to underwrite and deal in under 12 U.S.C. 24 and 335,
including banker's acceptances and certificates of deposit, under the same
limitations as would be applicable if the activity were performed by the bank
holding company's subsidiary member banks or its subsidiary nonmember banks
as if
they were member banks;  (ii) engaging as principal in: (a) foreign exchange;
(b)
forward contracts, options, futures, options on futures, swaps and similar
contracts, whether traded on exchanges or not, based on any rate, price,
financial
asset including gold, silver, platinum, palladium, copper or any other metal
approved by the Board, nonfinancial asset, or group of assets, other than a
bank-
ineligible security under certain conditions; (c) forward contracts, options,
futures, options on futures, swaps and similar contracts, whether traded on
exchanges or not, based on an index of a rate, a price, or the value of any
financial asset, nonfinancial asset or group of assets, if the contract requires
such settlement; and (iii) buying, selling and storing bars, rounds, bullion and
coins of gold, silver, platinum, palladium, copper and any other metal approved
by
the Federal Reserve Board, for the company's own account and the account of
others,
and providing incidental services such as arranging for storage, safe custody,
assaying and shipment.

9. MANAGEMENT CONSULTING AND COUNSELING ACTIVITIES: (i) Providing management
consulting advice under certain conditions; (ii) providing consulting services
to
employee benefit, compensation and insurance plans, including designing plans,
assisting in the implementation of plans, providing administrative services to
plans and developing employee communication programs for plans; and (iii)
providing
career counseling services to: (a) financial organizations and individuals
currently employed by, or recently displaced from, a financial organization; (b)
individuals who are seeking employment at a financial organization; and (c)
individuals who are currently employed in or who seek positions in the finance,
accounting and audit departments of any company.

10. SUPPORT SERVICES: (i) Providing courier services for: (a) checks, commercial
papers, documents and written instruments excluding currency or bearer-type
negotiable instruments that are exchanged among banks and financial
institutions;
and (b) audit and accounting media of a banking or financial nature and other
business records and documents used in processing such media; and (ii) printing
and
selling checks and related documents, including corporate image checks, cash
tickets, voucher checks, deposit slips, savings withdrawal packages and other
forms that require MICR-encoding.

11. INSURANCE AGENCY AND UNDERWRITING: (i) Acting as principal, agent or broker
for
insurance including home mortgage redemption insurance that is: (a) directly
related to an extension of credit by the bank holding company or any of its
subsidiaries; and (b) limited to ensuring the repayment of the outstanding
balance
due on the extension of credit in the event of the death, disability or
involuntary
unemployment of the debtor; (ii) acting as agent or broker for insurance
directly
related to an extension of credit by a finance company that is a subsidiary of a
bank holding company under certain conditions; (iii) engaging in any insurance
agency activity in a place where the bank holding company or a subsidiary of the
bank holding company has a lending office and that: (a) has a population not
exceeding 5,000 as shown in the preceding decennial census; or (b) has
inadequate
insurance agency facilities, as determined by the Federal Reserve Board, after
notice and opportunity for hearing; (iv) under certain restrictions, engaging in
any specific insurance-agency activity if the bank holding company, or
subsidiary
conducting the specific activity, conducted such activity on May 1, 1982, or
received the Federal Reserve Board approval to conduct such activity on or
before
May 1, 1982; (v) supervising on behalf of insurance underwriters the activities
of
retail insurance agents who sell: (a) fidelity insurance and property and
casualty
insurance on the real and personal property used in the operations of the bank
holding company or its subsidiaries; and (b) group insurance that protects the
employees of the bank holding company or its subsidiaries; (vi) engaging in any
insurance-agency activity if the bank holding company has total consolidated
assets
of $50.0 million or less; and (vii) engaging in any insurance-agency activity
performed directly or indirectly at any location in the United States by a bank
holding company that was engaged in insurance-agency activities prior to
January 1, 1971, as a consequence of approval by the Federal Reserve Board prior
to January 1, 1971.

12. COMMUNITY DEVELOPMENT ACTIVITIES: (i) Making equity and debt investments in
corporations or projects primarily designed to promote community welfare, such
as
the economic rehabilitation and development of low-income areas by providing
housing, services or jobs for residents; (ii) providing advisory and related
services for programs primarily designed to promote community welfare.

13. MONEY ORDERS, SAVINGS BONDS AND TRAVELERS' CHECKS:  The issuance and sale at
retail of money orders and similar consumer-type payment instruments; the sale
of U.S. savings bonds and the issuance and sale of travelers' checks.

14. DATA PROCESSING:  Providing data processing and data transmission services,
facilities (including data processing and data transmission hardware, software,
documentation or operating personnel), data bases, advice and access to such
services, facilities or data bases by any technological means under certain
conditions.

PENNSYLVANIA BANKING LAW

Under the Pennsylvania Banking Code of 1965, 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

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994, amended
various federal banking laws to provide for nationwide interstate banking,
interstate bank mergers and interstate branching.  The interstate banking
provisions allow for the acquisition by a bank holding company of a bank located
in another state.

Interstate bank mergers and branch purchase and assumption transactions were
allowed effective June 1, 1997, however states may "opt-out" of the merger,
purchase and assumption provisions by enacting a law, which specifically
prohibits
such interstate transactions.  States could, in the alternative, enact
legislation
to allow interstate merger, purchase and assumption transactions prior to
June 1, 1997.  States could also enact legislation to allow for de novo
interstate
branching of out-of-state banks.  In July of 1995, Pennsylvania adopted "opt-in"
legislation, which allows such transactions.

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 the 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 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 of up to five years.

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

GENERAL

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

EXAMINATIONS AND AUDITS

Annual full-scope, on-site examinations are required for all FDIC-insured
institutions with assets of $500.0 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:  (i) well capitalized; (ii) adequately capitalized;
(iii) undercapitalized; (iv) significantly undercapitalized; and (v) 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 ratio and is not subject to any
written order or final directive by its regulator 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
ratio of at least 4.0 percent and an 8.0 percent or greater total risk-based
capital ratio.  Because the risk-based standards require at least half of total
risk-based capital to be in the form of Tier I capital, this means 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 fails 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 may also 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 ratio of less than 3.0 percent.  Institutions in
this
category would be subject to all the restrictions that apply to undercapitalized
institutions.  Certain other mandatory prohibitions would also 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 risk-based 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 timeframes.

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.

FDIC INSURANCE ASSESSMENTS

The FDIC has implemented a risk-related premium schedule for all insured
depository
institutions that results in the assessment of premiums based on capital and
supervisory measures.

Under the risk-related premium schedule, the FDIC, on a semi-annual basis,
assigns
each institution to one of three capital groups, well capitalized, adequately
capitalized or undercapitalized, and further assigns such institution to one of
three subgroups within a capital group corresponding to the FDIC's judgment of
the
institution's 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 1 capital to risk-adjusted
assets
ratio of 6.0 percent or greater and a Tier 1 Leverage ratio of 5.0 percent or
greater, are assigned to the well capitalized group.

Over the last two years, FDIC insurance assessments have seen several changes
for
both BIF and Savings Association Insurance Fund ("SAIF") institutions.  The most
recent change occurred on September 30, 1996, when the President signed into law
a bill designed to remedy the disparity between BIF and SAIF deposit premiums.
The first part of the bill called for the SAIF to be capitalized by a one-time
assessment on all SAIF insured deposits held as of March 31, 1995.  This
assessment, which was 65.7 cents per $100 in deposits, raised approximately $4.7
billion to bring the SAIF up to its required 1.25 reserve ratio.  This special
assessment, paid on November 30, 1996, had no effect on Community Bank.  The
second
part of the bill remedied the future anticipated shortfall with respect to the
payment of Finance Corporation ("FICO") interest.  For 1997 through 1999, the
banking industry will help pay the FICO interest payments at an assessment rate
that is one-fifth the rate paid by thrifts.  The FICO assessment on BIF-insured
deposits is 1.29 cents per $100 in deposits and for SAIF-insured deposits it is
6.44 cents per $100 in deposits.  Beginning January 1, 2000, the FICO interest
payments will be paid pro-rata by banks and thrifts based on deposits.  At
December 31, 1997, the FICO interest assessment paid by Community Bank was
approximately $40.0 thousand.  Community Bank has not been required to pay any
FDIC
insurance assessments since the fourth quarter of 1996, because the BIF has met
its
statutorily- required ratios and Community Bank is categorized as well
capitalized.

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 ("ACT")

Within the overall FDICIA is the 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 ("TSA")

FDICIA also contains the TSA.  The Federal Reserve Board has adopted Regulation
DD
under the TSA, the purpose of which 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: (i) the annual percentage yield;
(ii) the
amount of interest earned; (iii) the amount of any fees and charges imposed; and
(iv) 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

The following table presents the Company's consolidated capital ratios at
December 31, 1997:
<TABLE>
<CAPTION>

                                                                     (In Thousands)

<C>                                                                            <S>
Tier I capital................................................................ $ 30,610
Tier II capital............................................................... $  2,456
Total capital................................................................. $ 33,066

Adjusted total average assets................................................. $357,685
Total risk-adjusted assets (1)................................................ $195,153

Tier I risk-based capital ratio(2)............................................   15.69%
Required Tier I risk-based capital ratio......................................    4.00%
Excess Tier I risk-based capital ratio........................................   11.69%

Total risk-based capital ratio(3).............................................   16.94%
Required total risk-based capital ratio.......................................    8.00%
Excess total risk-based capital ratio.........................................    8.94%

Tier I Leverage ratio(4)......................................................    8.56%
Required Tier I Leverage ratio................................................    4.00%
Excess Tier I Leverage ratio..................................................    4.56%
<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 risk-
                adjusted assets.
            (3) Total risk-based capital ratio is defined as the ratio of Tier I and Tier II capital to total
                risk-adjusted assets.
            (4) Tier I Leverage ratio is defined as the ratio of Tier I capital to adjusted total average
                assets.

</TABLE>

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 their 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 effect upon the levels of bank loans, investments and deposits
through its open market operations in United States government securities and
through its regulations of, among other things, the discount rate on
borrowings of
member banks and the reserve requirements against member bank deposits.  It is
not
possible to predict the nature and impact of future changes in monetary and
fiscal policies.

HISTORY AND BUSINESS - COMMUNITY BANK

Community Bank's legal headquarters is located at 521 Main Street, Forest City,
Pennsylvania 18421.  As of December 31, 1997, Community Bank had approximately
total assets of $377.4 million, total deposits of $332.4 million and total
stockholders' equity of $32.7 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 $100.0 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 Lackawanna, Susquehanna, Wayne
and
Wyoming counties 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 82.0 thousand based upon 1990 census data.
None
of Community Bank's branches are within the City of Scranton.  All of the
branches
are located 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 18 commercial banks, three thrift institutions and
22 credit unions, many of which are substantially larger in terms of assets and
liabilities.  In addition, Community Bank experiences competition for deposits
from
mutual funds and security brokers.  Consumer, mortgage and insurance companies
compete for various types of loans.  Principal methods of competing for banking
and
permitted nonbanking services include price, nature of product, quality of
service and convenience of location.

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 unsafe or unsound practices 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.

Multi-bank holding companies are permitted in Pennsylvania.  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 the affects of 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 $10.0 thousand or
multiple transactions of which it is aware in any one day that aggregate in
excess
of $10.0 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.

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 of 1995, a depository institution was
evaluated for CRA compliance based upon twelve  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' investments in the
community.  A small bank is defined as a depository institution that has total
assets of less than $250.0 million and is independent or is an affiliate of a
holding company with less than $1.0 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:
(i) a three-part test evaluating the institution's lending, service and
investment
performance; or (ii) a "strategic plan" designed by the institution with
community
involvement and approved by the appropriate federal bank regulator.  A large
depository institution was required to choose one of these options prior to July
of 1997, but had the option 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 were phased in over a
two-year period, beginning July 1, 1995, with a final effective date of July 1,
1997.

For the purposes of the CRA regulations, Community Bank is a small bank, based
upon
financial information as of December 31,  1997, and is evaluated for CRA
compliance
using the streamlined procedures for a small bank.  Community Bank received a
final
CRA compliance report from the Federal Reserve Bank of Philadelphia on
February 24, 1997.  This report included notification that Community Bank
received an
"outstanding" CRA rating as of December 31, 1996.  There are no conditions or
events since that notification that management believes have changed Community
Bank's rating.

CONCENTRATION

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







YEAR 2000 ("Y2K") COMPLIANCE: MANAGEMENT INFORMATION SYSTEMS

Management has initiated an enterprise-wide program to address the effects the
Y2K
date change will have on the Company and Community Bank.  In summary, the Y2K
issue
is the result of computer programs being written using two digits rather than
four
to define the applicable year.  Any of the Company's computer programs that have
date-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000.  This could result in a system failure or miscalculations
causing disruptions of operations, including, among other things, a temporary
inability to process transactions or engage in normal business activities. An
extensive internal assessment of all operational systems, including all date-
sensitive materials, was made to identify exposure to the Y2K issue.

The Company and Community Bank, dependent upon third party providers for their
data
processing software, strive to remain current in software technology.  This
practice has greatly reduced exposure to the Y2K problem.  A number of mission
critical software applications used by the Company and Community Bank are
currently
Y2K compliant.  The major operating systems are currently either Y2K compliant
or
will be during 1998.  Significant testing has been performed on all software and
hardware that is currently Y2K compliant to ensure compliance.  Future testing
will
be performed during 1998 as other applications become compliant.  Based on
current
assessments, the Company and Community Bank expect to spend approximately $100.0
thousand to become fully compliant.  The Y2K problem is not expected to have a
material adverse affect on the Company's or Community Bank's products, services
or
competitive position.  Moreover, compliance with the Y2K is not reasonably
likely
to affect the Company's or Community Bank's future financial results or cause
the
reported financial information not to be necessarily indicative of future
operating
results or financial position.  The Company presently believes that with
modifications to existing software and conversions to new software, the Y2K
issue
can be mitigated.  For additional information with respect to Y2K compliance,
refer
to Management's Discussion and Analysis in the Annual Report to Stockholders
filed at Exhibit 13 hereto and incorporated in its entirety by reference.








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   Owned                4,300      Banking services.
           Carbondale, PA

      5    Lake Como Road      Leased                 900      Banking services.
           Lakewood, PA

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

      7    Route 6 West        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

     12     Route 6            Leased               1,850      Banking services.
            Eynon, PA

     13     97 College Avenue  Owned                1,850      Banking services.
            Factoryville, PA



The administrative offices' property lease expires in 1998 and contains an
option
that allows for an unlimited number of additional terms of six months each.  The
Lakewood property lease expires in 2001 and contains an option to renew the
lease
for an additional term of five years.  The Route 29 Eaton Township and Lake
Winola
property leases expire in 2009. The Eynon property lease expires in 1999.  For
information with respect to obligations for lease rentals, refer to Note 6 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 may also 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.



PART II

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

The Company had 782 stockholders of record and 2,204,169 shares of common stock,
par value of $0.33 per share, the only authorized class of common stock
outstanding
as of February 3, 1998.  The Company's common stock began trading on the NASDAQ
Stock Market ("NASDAQ") as CommBcp under the symbol "CCBP" on June 17, 1996.
Prior
to June 17, 1996, the Company's common stock was quoted on the Over-the-Counter
Electronic Bulletin Board Interdealer System.  The high and low closing sale
prices
and dividends per share of the Company's common stock for the four quarters of
1997
and 1996 are summarized in the following table.  Retroactive effect is given in
sale prices and dividend information for a three-for-one stock split effectuated
April 1, 1996.
<TABLE>
<CAPTION>

                                                                              Dividends
                                                      High            Low      Declared
                                                   _______        _______     _________
<S>                                                <C>            <C>             <C>
1997:
First quarter..................................... $28            $25             $.06
Second quarter....................................  31 1/4         26 1/2          .06
Third quarter.....................................  31 3/4         28 1/4          .06
Fourth quarter.................................... $37            $29 1/2         $.12

1996:
First quarter..................................... $14            $14             $.05
Second quarter....................................  23 3/4         14              .06
Third quarter.....................................  25 1/2         21 1/2          .06
Fourth quarter.................................... $27 1/2        $25             $.11

</TABLE>
The Company has paid cash dividends since 1983.  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
position, 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.  For information with
respect to dividend restrictions of the Company and Community Bank, refer to
Note
16 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.


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 7A.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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's supplementary data is filed at Exhibit 13 hereto and is
incorporated in its entirety by reference under this Item 8.




















PART III

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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 1997
Annual
Meeting of Stockholders, which was held on September 12, 1997.  The following
table
contains certain information with respect to the directors and executive
officers of the Company:
<TABLE>
<CAPTION>

                                     PRINCIPAL OCCUPATION
                                     FOR PAST FIVE YEARS
                         AGE AS OF   AND POSITION HELD                DIRECTOR OF
                        FEBRUARY 3,  WITH THE COMPANY AND             COMPANY/COMMUNITY
NAME                       1998      COMMUNITY BANK                   BANK SINCE
____                    ___________  ____________________             _________________
<S>                           <C>    <C>                              <C>

David L. Baker                52     President and Chief              1988/1993
                                     Executive Officer ("CEO")
                                     of the Company and
                                     Community Bank (as of
                                     April 26, 1995); Senior
                                     Vice President of
                                     Community Bank (as of
                                     January 20, 1993)

William F. Farber, Sr.        60     President, Farber's              1983/1970
                                     Restaurants; Chairman of the
                                     Boards of Directors of the
                                     Company and Community Bank

Judd B. Fitze                 45     Partner, Farr, Davis & Fitze     1995/1993
                                     (attorney-at-law)

John P. Kameen                56     Publisher, Forest City News;     1983/1979
                                     Secretary of the Company

Erwin T. Kost                 54     President, Kost Tire & Muffler   1997/1993

William B. Lopatofsky         66     Retired                          1983/1982

J. Robert McDonnell           62     Owner, McDonnell's Restaurant;   1983/1979
                                     Vice President of the Company

Joseph P. Moore, Jr.          71     President, Elk Mountain Ski      1988/1992
                                     Resort, Inc.; Retired President,
                                     Moore Motors Inc. (automobile
                                     dealership)

Theodore W. Porosky           50     Owner, Porosky Lumber Company    1997/1989

Eric Stephens                 46     Auto Dealer, H.L. Stephens       1988/1993
                                     and Son (automobile dealership)

</TABLE>




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:
<TABLE>
<CAPTION>

                                      COMPANY
                            HELD      EMPLOYEE     NUMBER OF SHARES       AGE AS OF
NAME AND POSITION           SINCE       SINCE     BENEFICIALLY OWNED   FEBRUARY 3, 1998
_________________           _____     ________    __________________   ________________
<S>                         <C>         <C>            <C>                    <C>

David L. Baker              1995        1995(1)        11,314(3)              52
President and CEO

William F. Farber, Sr.      1983         (2)          188,820                 60
Chairman of the Board

John P. Kameen              1996         (2)           20,302(4)              56
Secretary

J. Robert McDonnell         1983         (2)           33,551(5)              62
Vice President

Scott A. Seasock            1989        1989            3,128(6)              40
Senior Vice President and
Chief Financial Officer
("CFO")

Thomas E. Sheridan          1989        1985            6,260(7)              41
Senior Vice President and
Chief Operations Officer
("COO")

<FN>
             (1) Prior to his appointment as President and CEO of the Company, Mr. Baker was employed by
                 Community Bank from 1993 to 1995 as a Senior Vice President.
             (2) Messrs. Farber, Kameen and McDonnell are not employees of the Company.
             (3) Includes 5,040 shares held individually; 4,800 shares held jointly with his spouse;  737
                 shares held under his IRA; and 737 shares held under his spouse's IRA.
             (4) Includes 17,280 shares held jointly with his spouse; and 3,022 shares held jointly with other
                 individuals.
             (5) Includes 16,272 shares held individually; 16,272 shares held individually by his spouse; and
                 1,007 shares held individually by his son.
             (6) Includes 831 shares held jointly with his spouse; 1,531 shares held jointly with his spouse
                 and sons; 101 shares held as custodian for his sons under the Uniform Gift to Minors Act; and
                 665 shares held under his IRA.
             (7) Includes 1,777 shares held jointly with his spouse; 4,080 shares held jointly with his
                 father; 211 shares held under his IRA; and 192 shares held under his spouse's IRA.

</TABLE>

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:
<TABLE>
<CAPTION>

                                        COMMUNITY
                                          BANK
                               HELD     EMPLOYEE    NUMBER OF SHARES       AGE AS OF
NAME AND POSITION              SINCE      SINCE    BENEFICIALLY OWNED  FEBRUARY 3, 1998
_________________              _____    _________  __________________  ________________
<S>                            <C>        <C>          <C>                    <C>

David L. Baker                 1995       1993         11,314(1)              52
President and CEO

Thomas M. Chesnick             1989       1952         28,200(2)              63
Vice President, Cashier and
Assistant Secretary

Scott A. Seasock               1993       1993          3,128(3)              40
Senior Vice President and
CFO

Thomas E. Sheridan             1989       1985          6,260(4)              41
Senior Vice President and
COO


<FN>
(1) See footnote (3) under the above caption entitled "Principal Officers of the Company."
(2) Includes 17,820 shares held jointly with his spouse; and 10,380 shares held jointly with
    various relatives.
(3) See footnote (6) under the above caption entitled "Principal Officers of the Company."
(4) See footnote (7) under the above caption entitled "Principal Officers of the Company."
</TABLE>

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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, 1997,
through December 31, 1997, 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, 1997, 1996 and 1995, to David L. Baker, President and CEO of the Company and
Community Bank.  No other officer's total annual salary and bonus exceeded
$100.0 thousand during the fiscal years reported.
<TABLE>
<CAPTION>

                            SUMMARY COMPENSATION TABLE





                                                                         LONG-TERM COMPENSATION

                                       ANNUAL COMPENSATION                  AWARDS          PAYOUTS

                                                      Other
Name and                                              Annual        Restricted                            All Other
Principal                                             Compensa-       Stock        Options    LTIP        Compensa-
Position          Year     Salary($)     Bonus($)     tion($)        Award(s)      /SARs    Payouts       tion($)
____________________________________________________________________________________________________________________
<S>               <C>      <C>           <C>          <C>           <C>           <C>       <C>          <C>
David L. Baker
President and
CEO (1)          1997       111,401       18,700       3,346(2)        -0-           -0-      -0-           -0-
                 1996       101,029       10,000       3,012(2)        -0-           -0-      -0-          27,958(3)
                 1995        84,666        6,000       1,632(2)        -0-           -0-      -0-           -0-

<FN>
(1) Mr. Baker was named President and CEO of the Company and Community Bank effective April
    26, 1995.  Prior to such time, Mr. Baker was a Senior Vice President of Community Bank.
(2) Represents the contribution Community Bank made on behalf of Mr. Baker pursuant to the
    profit sharing plan.  Aggregate perquisites and other personal benefits were less than
    10.0 percent of the salary and bonus reported, and therefore, need not be presented.
(3) Represents the payout from the discontinuance of the Company's deferred compensation
    plan for certain senior management employees.

</TABLE>







PENSION PLAN

Community Bank has a profit sharing plan ("Plan"), which covers all employees
who
have completed 1.0 thousand hours of service, attained 21 years of age and have
been employed by Community Bank 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 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 1997, $67,890 was allocated among the participants' accounts for the
Plan.
The amount contributed by Community Bank in 1997 to the Plan for Mr. Baker, the
President and CEO of the Company and Community Bank, was $3,346.  Mr. Baker had
eleven years of credited service under the Plan.

COMPENSATION OF DIRECTORS

During 1997, Mr. Baker, an officer of the Company and Community Bank, sat on the
Company's and Community Bank's Board of Directors and various committees of
Community Bank.  Mr. Baker received no fees for his services on such committees
or for his services on the Company's or Community Bank's Board of Directors.

All members of the Company's Board of Directors, including Mr. Farber, the
Chairman
of the Company, received a fee of $500 per month for 1997.  Aggregate fees paid
by
the Company in 1997 totaled $48,000.  Except for Mr. Farber, members of
Community
Bank's Board of Directors received a fee of $1,000 per month in 1997.  Mr.
Farber,
as Chairman of Community Bank, received a fee of $3,000 per month for January
through November of 1997.  Effective December 1, 1997, Mr. Farber's fee was
increased to $3,500 per month.  In addition, all members of Community Bank's
Board
of Directors, including Mr. Farber, received a year-end bonus of $1,500.
Aggregate directors' fees paid by Community Bank in 1997 were $201,500.

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 each individual's contribution and personal performance.  The compensation
program is administered by the Executive Compensation Committee ("Committee")
comprised of two outside directors and three members of the Company's Board of
Directors listed in the section "Principal Officers," thereto.  The objective of
the Committee is 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
executive
management.  As guidance for review in determining base salaries, the Committee
uses information composed from 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 President and CEO's 1997
compensation of $130,101 was appropriate in light of the Company's 1997
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 1997 compensation
was
based on the Committee's subjective determination after review of all
information that it deemed relevant.

EXECUTIVE OFFICERS

Compensation for the Company's and 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 the
Company's performance as measured by, among numerous other factors, the
following:
(i) earnings; (ii) revenues; (iii) return on assets; (iv) return on equity; (v)
market share; (vi) total assets; and (vii) 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 the Company and
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.
The Company 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.
                                  Judd B. Fitze
                                  John P. Kameen
                               J. Robert McDonnell
                               Joseph P. Moore, Jr.
































STOCK PERFORMANCE GRAPH AND TABLE

Set forth below is a line graph comparing the cumulative total stockholder
return
on the Company's common stock, based on the market price change and assuming
reinvestment of dividends, with the cumulative total return of the NASDAQ Stock
Market (US Companies) Index and the Mid-Atlantic Bank Stocks Index (Delaware,
Maryland, New Jersey, New York, Pennsylvania and Washington D.C. Companies)
during
the five-year period ended December 31, 1997.  The stockholder return shown on
the
graph and table below is not necessarily indicative of future performance.  As
previously mentioned, the Company's common stock began trading on NASDAQ under
the symbol "CCBP" on June 17, 1996.




















<TABLE>
<CAPTION>



                                                           1992     1993     1994     1995     1996     1997
                                                          _____    _____    _____    _____    _____    _____
<S>                                                       <C>      <C>      <C>      <C>      <C>      <C>
---------  Comm Bancorp, Inc............................. 100.0    128.9    174.7    186.3    353.8    489.8

           Total Returns Index for
           NASDAQ Stock Market
           (US Companies)................................ 100.0    114.8    112.2    158.7    195.2    239.5

           Total Returns Index for
           Mid-Atlantic Bank Stocks...................... 100.0    116.3    113.0    180.9    259.7    369.0

<FN>
NOTES:

A. The lines represent monthly index levels derived from compounded daily returns that include all dividends.
B. The indices are reweighed daily, using the market capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading day, the preceding trading day is      used.
D. The index level for all series was set to $100.0 on 12/31/92.
</TABLE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

PRINCIPAL OWNERS

The following table sets forth information, as of February 3, 1998, related to
each
person of record who owns 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.
Included are the name, address, number of shares beneficially owned by such
person and the percentage of the outstanding common stock so owned.

<TABLE>
<CAPTION>
                                                                 PERCENT OF OUTSTANDING
                                      SHARES BENEFICIALLY             COMMON STOCK
NAME AND ADDRESS                            OWNED(1)               BENEFICIALLY OWNED
________________                      ___________________        ______________________
<S>                                        <C>                            <C>
Joseph P. Moore, Jr.                       219,772(2)                     9.97%
400 Williamson Road
Gladwyne, PA  19035

William F. Farber, Sr.                     188,820                        8.57%
Crystal Lake Road
R.R. 1, Box 1281
Carbondale, PA  18407

Estate of Robert T. Seamans, Deceased      126,974                        5.76%
P.O. Box 462
Factoryville, PA  18419

Gerald B. Franceski                        123,470(3)                     5.60%
Lewis Lake, P.O. Box 88
Union Dale, PA  18470

<FN>

(1) The shares "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.  Included may be shares owned by or for the individual's spouse and minor children and
    any other relative who has the same home, as well as shares to which the individual has or
    shares voting or investment power or has the right to acquire beneficial ownership within 60
    days after February 3, 1998.  Beneficial ownership may be disclaimed as to certain of the
    shares.
(2) Includes 30,518 shares held individually; 6,358 shares held in the Moore Motors, Inc. Profit
    Sharing Plan, an automobile dealership of which he was President; and 182,896 shares held by
    Moore & Company, which are held in trust for his various relatives.
(3) Includes 77,650 shares held jointly with his spouse; 26,680 shares held jointly in various
    combinations with relatives; and 19,140 shares held individually by his spouse.
</TABLE>

BENEFICIAL OWNERSHIP BY EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth as of February 3, 1998, the amount and percentage
of the common stock beneficially owned by each director and all officers and
directors of the Company as a group:
<TABLE>
<CAPTION>

 NAME OF INDIVIDUAL                      AMOUNT AND NATURE OF                 PERCENT
OR IDENTITY OF GROUP                 BENEFICIAL OWNERSHIP(1)(2)(3)          OF CLASS(4)
____________________                 _____________________________          ___________
<S>                                           <C>                             <C>

David L. Baker                                 11,314(5)                       ----
William F. Farber, Sr.                        188,820                          8.57%
Judd B. Fitze                                  11,786(6)                       ----
John P. Kameen                                 20,302(7)                       ----
Erwin T. Kost                                   8,917(8)                       ----
William B. Lopatofsky                          25,410(9)                       1.15%
J. Robert McDonnell                            33,551(10)                      1.52%
Joseph P. Moore, Jr.                          219,772(11)                      9.97%
Theodore W. Porosky                             3,586(9)                       ----
Scott A. Seasock                                3,128(12)                      ----
Thomas E. Sheridan                              6,260(13)                      ----
Eric Stephens                                   7,000(14)                      ----

All Executive Officers and Directors
 of the Company as a Group
 (10 Directors, 6 Officers,
 12 Persons in Total)                         539,846                         24.49%

<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."
(3) Information furnished by the Executive Officers, 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 9,067 shares held jointly with his spouse; and 2,719 shares held under his IRA.
(7) See footnote (4) under the above caption entitled "Principal Officers of the Company."
(8) Includes 4,464 shares held individually; and 4,453 shares held jointly with his spouse.
(9) Held jointly with his spouse.
(10)See footnote (5) under the above caption entitled "Principal Officers of the Company."
(11)See footnote (2) under the above caption entitled "Principal Owners."
(12)See footnote (6) under the above caption entitled "Principal Officers of the Company."
(13)See footnote (7) under the above caption entitled "Principal Officers of the Company."
(14)Includes 5,380 shares held individually; 900 shares held individually by his spouse; and 720
    shares held individually by his children.
</TABLE>

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except as described in the paragraph 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/or 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,
1997, to the Company's and Community Bank's executive officers and directors as
a
group, members of their immediate families and companies in which they had an
ownership interest of 10.0 percent or more was $3,618,087, or approximately 10.0
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 leased its Carbondale branch 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, was scheduled to expire in 1998 and contained
an
option that allowed Community Bank to purchase the property at fair market value
or renew the lease for two additional terms of five years each.  At the end of
the
first quarter of 1997, Community Bank purchased such property for the sum of
$600.0
thousand.  Community Bank received a certified appraisal prior to this
transaction
from a qualified commercial realtor stating that the fair market value of such
property exceeded $600.0 thousand.  Community Bank paid Mr. Farber lease
payments of $6,020 per month totaling $18,060 for the first three months of
1997.






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, 1997.

(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                          Articles of Incorporation, amended
                                              as of September 18, 1997.
            4                                  None.
            9                                  None.
           10                                  None.
           11                                  None.
           12                                  None.
           13                          Portions of the Annual Report to
                                       Stockholders for Fiscal Year Ended
                                       December 31, 1997.
           16                                  None.
           18                                  None.
           21                          List of Subsidiaries of the Company.
           22                                  None.
           23                                  None.
           24                                  None.
           27                                  None.
           28                                  None.
           99                                  None.

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, 1998
   __________________
   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, 1998
________________________________
David L. Baker, President and
Chief Executive Officer/Director
(Principal Executive Officer)

/s/ John B. Errico                                   March 10, 1998
________________________________
John B. Errico, Comptroller

/s/ William F. Farber, Sr.                           March 10, 1998
________________________________
William F. Farber, Sr.,
Chairman of the Board/Director

/s/ Judd B. Fitze                                    March 10, 1998
________________________________
Judd B. Fitze, Director

/s/ Stephanie A. Ganz                                March 10, 1998
________________________________
Stephanie A. Ganz, VP of Finance
(Principal Accounting Officer)

/s/ John P. Kameen                                   March 10, 1998
_________________________________
John P. Kameen, Secretary/Director


/s/ Erwin T. Kost                                    March 10, 1998
_________________________________
Erwin T. Kost, Director

/s/ William B. Lopatofsky                            March 10, 1998
_________________________________
William B. Lopatofsky, Director

/s/ J. Robert McDonnell                              March 10, 1998
_________________________________
J. Robert McDonnell,
Vice President/Director

/s/ Joseph P. Moore, Jr.                             March 10, 1998
_________________________________
Joseph P. Moore, Jr., Director

/s/ Theodore W. Porosky                              March 10, 1998
_________________________________
Theodore W. Porosky, Director

/s/ Scott A. Seasock                                 March 10, 1998
__________________________________
Scott A. Seasock, Chief Financial
Officer (Principal Financial Officer)

/s/ Eric Stephens                                    March 10, 1998
__________________________________
Eric Stephens, Director






















                                  EXHIBIT INDEX

ITEM NUMBER                       DESCRIPTION                              PAGE
___________                       ___________                              ____

     3              Articles of Incorporation, amended
                    as of September 18, 1997                                43

    13              Portions of the Annual Report to
                    Stockholders for Fiscal Year Ended
                    December 31, 1997                                       49

    21              List of Subsidiaries of the Company                    230