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, 1996    Commission File Number:   0-19212

                                   JEFFERSONVILLE BANCORP
                   (Exact name of Registrant as specified in its charter)

         New York                           22-2385448
(State or other jurisdiction of (I.R.S. Employer identification No.)
incorporation or organization)

                        P. O. Box 398, Jeffersonville, New York 12748
                          (Address of principal executive offices)

Registrant's telephone number, including area code:      (914) 482-4000



                 Securities registered pursuant to Section 12(b) of the Act:

    Title of each class        Name of exchange on which registered
           NONE                            NONE

                Securities registered pursuant to Section 12 (g) of the Act:

                                Common Stock, $0.50 Par Value
                                      (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  proceeding 12 months (or for such shorter  period that the  Registrant  was
required  to file  such  report(s),  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  amendement  to
this Form 10-K. [X]

   Indicate the number of shares  outstanding in each of the issuer's classes of
common stock:

Class of Common Stock Number of Shares Outstanding as of March 28, 1997
    $0.50 Par Value                      1,182,794

   The aggregate market value of the  Registrant's  common stock (based upon the
average  bid and asked  prices on March 28,  1996)  held by  non-affiliates  was
approximately $26,021,000.



                              DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of the  Registrant's  Annual Report to shareholders  for the fiscal
year ended December 31, 1996.

(2)  Portions of the  Registrant's  Proxy  Statement  for its Annual  Meeting of
Stockholders to be held on April 29, 1997.

                                   JEFFERSONVILLE BANCORP

                                     INDEX TO FORM 10-K

                                           PART I

                                                       PAGE
Item1.     Business:
             a) General development of business.......................1
             b) Financial information about segments..................1
             c) Narrative description of business...................1-4
             d) Statistical information.............................5-8

Item2.     Properties.................................................9

Item3.     Legal Proceedings.........................................10

Item4.     Submission of Matters to a Vote of Security Holders.......10

                                           PART II

Item 5.    Market for the Registrant's Common Equity and Related
           Stockholder Matters.......................................10

Item6.     Selected Financial Data...................................10

Item7.     Management's Discussion and Analysis of Financial
           Condition and Results of Operations....................10-11

Item8.     Financial Statements and Supplementary Data...............11

Item9.     Changes in and Disagreements with Accountants
           on Accounting and Financial Disclosure....................11

                                          PART III

Item10.    Directors and Executive Officers of the Registrant .......11

Item11.    Executive Compensation....................................11

Item12.    Security Ownership of Certain Beneficial
           Owners and Management.....................................11

Item13.    Certain Relationships and Related Transactions............11

                                           PART IV

Item14.    Exhibits, Financial Statement Schedules,
           and Reports on Form 8-K................................12-13
           Signatures................................................14


                                                   Part I

Item 1.  BUSINESS

(a)   General Development of Business

      Jeffersonville  Bancorp  (the  "Company")  was  organized  as a  New  York
      Corporation  on January 12, 1982, for the purpose of becoming a registered
      bank  holding  company  under the Bank  Holding  Company  Act of 1956,  as
      amended (the "BHC" Act").  Effective June 30, 1982, the Company became the
      registered   bank  holding   company  for  The  First   National  Bank  of
      Jeffersonville,  a bank chartered in 1913 and organized under the national
      banking laws of the United States (the "Bank").

(b)   Financial Information About Segments

      The Company is engaged in the  business of  managing  or  controlling  its
      subsidiary  bank and such  other  business  related  to  banking as may be
      authorized  under the BHC Act. See consolidated  financial  statements and
      notes to the  consolidated  financial  statements  contained in the Annual
      Report to the  Stockholders  for 1996,  which are  incorporated  herein by
      reference.

(c) 1.      Narrative Description of Business

      The First National Bank of Jeffersonville

      The Bank was  organized in 1913 and became a subsidiary  of the Company on
June 30, 1982.

      The Bank is an  independently  owned bank based in  Sullivan  County,  New
      York.   In  addition  to  its  main  office  and   operations   center  in
      Jeffersonville,  the Bank has seven additional  branch office locations in
      Eldred, Liberty, Loch Sheldrake, Monticello, Livingston Manor, Narrowsburg
      and  Callicoon.   The  Bank  is  a  full  service  institution   employing
      approximately  100 people and serves all of Sullivan  County,  New York as
      well as some areas of adjacent counties in New York and Pennsylvania.

      Throughout  Sullivan  County  there are 31 branches of  commercial  banks,
      savings  banks,   savings  and  loan   associations  and  other  financial
      organizations.

      The Bank is a full service  commercial  bank that provides a wide range of
      banking  services for its  customers.  Some of the major  services that it
      offers include checking  accounts,  negotiable order of withdrawal  ("NOW"
      and  "Super  NOW")  accounts,  individual  retirement  accounts  ("IRAs"),
      savings  and other time  deposits of various  types,  and  business,  real
      estate, personal use, home improvement, automobile, and a variety of other
      loans,  although  the  portfolio  is  concentrated  geographically  within
      Sullivan County.

      The Bank  does not have a single  depositor  or a small  group of  related
      depositors  whose  loss  would have a  material  adverse  effect  upon the
      business of the Bank. The Bank does not have a major loan concentration in
      any individual industry.

      Compliance  with  federal,  state and  local  provisions  which  have been
      enacted  or  adopted  regulating  the  discharge  of  materials  into  the
      environment, is not expected to have any material effect whatever upon the
      capital expenditures, earnings and competitive positions of the Bank.




      Supervision and Regulation

      The  banking  industry  is  highly  regulated.  Statutory  and  regulatory
      controls  increase a bank holding  company's  costs of doing  business and
      severely  limit the  activities  in which it may engage.  Areas subject to
      regulation  and  supervision  by the  bank  regulatory  agencies  include:
      dividends;  expansion of  locations;  acquisitions  and mergers;  interest
      rates paid on and reserves against deposits;  terms,  amounts and interest
      rates  charged to various types of borrowers;  and  investments.  The bank
      regulatory agencies have broad discretion to issue cease and desist orders
      if they determine the Company or its  subsidiaries are engaging in "unsafe
      or unsound banking  practices".  In addition,  the federal bank regulatory
      authorities are empowered to impose  substantial civil money penalties for
      violations of certain federal banking statutes and regulations.

      The Company, as a bank holding company, is subject to regulation under the
      BHC Act,  and is  registered  with the Board of  Governors  of the Federal
      Reserve System (the "Board").  Under the BHC Act, bank holding  companies,
      including the Company,  are not  permitted,  with certain  exceptions,  to
      acquire  direct or  indirect  ownership  or control of more than 5% of the
      voting shares of any company which is not a bank and are  prohibited  from
      engaging  in any  business  other  than  that  of  banking,  managing  and
      controlling banks or furnishing  services to its subsidiary banks,  except
      that  they  may,  upon  application,  engage  in,  and may own  shares  of
      companies  engaged  in,  certain  businesses  found by the  Board to be so
      closely  related to banking " as to be a proper  incident  thereto" if the
      Board  determines that such  acquisition will be beneficial to the public.
      The BHC Act requires prior approval by the Board of the acquisition by the
      Company of more than 5% of the voting stock of any additional  bank and in
      effect  permits only the  acquisition  of banks located in New York and in
      states  where  laws   specifically   permit   acquisitions   of  banks  by
      out-of-state bank holding companies.  Statewide  branching is permitted in
      New York.  Nation wide branch  banking  will occur in 1997 and if New York
      State elects to accept it, we will  potentially  face competition from out
      of state financial  institutions.  The BHC Act does not place  territorial
      restrictions  on the activities of non-bank  subsidiaries  of bank holding
      companies.

      The  Company  is  required  by the BHC Act to file  annual  reports of its
      operations  with the Board and is  subject to  examinations  by the Board.
      Under  Section  106  of the  1970  amendments  to  the  BHC  Act  and  the
      regulations of the Board,  bank holding  companies and their  subsidiaries
      are prohibited from engaging in certain tie-in  arrangements in connection
      with any  extension  of credit or  provision  of any  property or service.
      Regulations  of the Board  under the  Federal  Reserve  Act  require  that
      reserves be maintained by the Company's bank subsidiary to the extent that
      the proceeds of any of the Company's promissory notes,  acknowledgments of
      advance,  due bills or similar  obligations,  with a maturity of less than
      four years,  are used to supply or to maintain the  availability  of funds
      (other than capital) to the bank  subsidiary,  except any obligation that,
      had it been issued directly by the bank subsidiary, would not constitute a
      deposit.

      The Bank is an  "affiliate"  of the Company,  and as a  subsidiary  of the
      Company,  within the meaning of Section 23A of the Federal Reserve Act, it
      may not, subject to certain limited  exceptions set forth in such Section,
      make loans or extensions of credit to, or investments in the securities of
      the  Company,  or take  such  securities  as  collateral  for loans to any
      borrower.  A bank  subsidiary is also subject to the  collateral  security
      requirements  specified  in such  Section for any loans or  extensions  of
      credit permitted by the exceptions. The Company and its banking subsidiary
      are also subject to certain  restrictions  with respect to engaging in the
      business of issuing, underwriting, public sale, floatation or distribution
      of securities.

      The  subsidiary  bank is  subject  to the  supervision  of, and to regular
      examinations  by, the Office of the  Comptroller  of the  Currency  of the
      United States (the "OCC"). In addition,  the subsidiary bank is subject to
      examination by the Federal Deposit Insurance Corporation (the "FDIC"). The
      Financial  Institutions  Reform,  Recovery  and  Enforcement  Act  and the
      Federal  Deposit  Insurance  Corporation  Improvement  Act are  laws,  now
      enacted,  that have made or will make  changes in  financial  institutions
      including regulatory oversight and reporting issues.

      The Company is also subject to the regulations and reporting  requirements
      of the Federal  securities  laws, the Securities and Exchange  Commission,
      and the Federal Reserve Bank.

      The impact of the usury laws upon the  operation  of the  Company  and its
      subsidiary  varies  from time to time  depending  on a number of  factors,
      including  conditions in the money markets,  the cost and  availability of
      funds, and prevailing interest rates.

      From time to time,  various  bills are  introduced  in the  United  States
      Congress  and the  New  York  State  Legislature  which  could  result  in
      additional  regulation of the business of the Company and its  subsidiary,
      or further  increase retail banking through  consumer  protection laws, at
      significant  expense  to  financial   institutions.   Passage  of  various
      proposals before the State and Federal  legislatures could have a material
      effect upon the earnings of the Company and its subsidiary. Some proposals
      would have a favorable effect; many would have an unfavorable effect.

      References under this caption, "Supervision and Regulation," to applicable
      statutes are brief  summaries of portions  thereof which do not purpose to
      be complete and which are qualified in their entirety by reference to such
      statutes.

      Monetary Policy and Economic Conditions

      The  earnings  of the  Company  and its  subsidiary  are  affected  by the
      policies of regulatory authorities,  including the Federal Reserve System.
      Federal Reserve System monetary policies have had a significant  effect on
      the operating  results of commercial banks in the past and are expected to
      continue to do so in the future. Because of the changing conditions in the
      national  economy  and in the money  markets,  as a result of  actions  by
      monetary and fiscal  authorities,  interest rates, credit availability and
      deposit levels may change due to  circumstances  beyond the control of the
      Company or its subsidiary.

(c)(1)(I)   Principal products and services rendered by segments.

            Banking.

(c)(1)(II)  Description of new products or segments.

            Not applicable.

(c)(1)(III) Source and availability of raw materials

            Not applicable.

(c)(1)(IV)  Importance of patents, trademarks, licenses, etc.
            Not applicable.

(c)(1)(V)   Seasonality of business.

            Not applicable.

(c)(1)(VI)  Working capital requirements related to inventory.

            Not applicable.

(c)(1)(VII) Concentration of customers.

            The business of the Company and its subsidiary is not dependent on a
         single  customer,  nor on a small group of customers  in a  specialized
         industry.

(c)(1)(VIII)      Backlog of customers.

            Not applicable.

(c)(1)(IX)  Government contracts.

            Not applicable.

(c)(1)(X)   Competition

            The  Bank  faces  strong  competition  for  local  business  in  the
            communities it serves from other financial institutions.

            For  most  of  the  services  which  the  Bank  performs,  there  is
            increasing   competition  from  financial  institutions  other  than
            commercial  banks due to the relaxation of regulatory  restrictions.
            Money market funds actively compete with banks for deposits. Savings
            banks,  savings and loan  associations and credit  institutions,  as
            well as consumer finance companies,  insurance companies and pension
            trusts are important  competitors.  Competition  for loans is also a
            factor the Bank faces in maintaining profitability.


(c)(1)(XI)  Research and development.

            Not applicable.

(c)(1)(XII) Cost of compliance with environmental regulations.

            Not applicable.

(c)(1)(XIII)      Number of persons employed.

            At December 31, 1996, there were 102 persons employed by the Company
and its subsidiary.

(d)      Statistical Information.

            The following  tables set forth,  on a consolidated  basis,  certain
            statistical  information  concerning the Company and its subsidiary.
            The  tables  should  be read in  conjunction  with the  consolidated
            financial statements and notes thereto, contained in the 1996 Annual
            Report to Stockholders and incorporated herein by reference.






<TABLE>



                                       LOAN PORTFOLIO

                                      DECEMBER 31, 1996



Maturities and Sensitivities of Loans to Changes in Interest Rates

<CAPTION>

                                                      After One Year
                                            One Year     Through     After Five
                                             or Less    Five Years      Years         Total
                                             -------    ----------      -----         -----
<S>                                      <C>           <C>           <C>           <C>
Commercial, financial and agricultural   $ 5,149,000   $ 4,292,000   $ 1,061,000   $10,502,000

Real estate - construction ...........     1,525,000       111,000          --       1,636,000
                                           ---------       -------                   ---------
                                                                     -----------   ...........
       Total .........................   $ 6,674,000   $ 4,403,000   $ 1,061,000   $12,138,000
                                         ===========   ===========   ===========   ===========

Interest sensitivity of
loans:
Predetermined rate ...................   $ 3,837,000   $ 4,403,000   $ 1,061,000   $ 9,301,000

Variable rate ........................     2,837,000          --            --       2,837,000
                                           ---------                                 ---------

Total ................................   $ 6,674,000   $ 4,403,000   $ 1,061,000   $12,138,000
                                         ===========   ===========   ===========   ===========

</TABLE>




<PAGE>


                               SUMMARY OF LOAN LOSS EXPERIENCE

Analysis of the Allowance for Loan Losses, 1996 and 1995

                                               1996           1995
   Balance at beginning of period                 $              $
                                           1,629,000      1,592,000

   Charge-offs:
        Commercial, financial and            58,000        182,000
      agriculture
        Real estate - construction                -              -
        Real estate - mortgage               71,000         34,000
        Installment loans to
      individuals                           217,000        168,000
                                            -------        -------
             Total charge-offs              346,000        384,000
                                            -------        -------

   Recoveries:
        Commercial, financial and            23,000         34,000
      agricultural
        Real estate - construction                -              -
        Real estate - mortgage               32,000         98,000
        Installment loans to
      individuals                            83,000        129,000
                                             ------        -------
             Total recoveries               138,000        261,000
                                            -------        -------

   Net charge offs                          208,000        123,000
                                            -------        -------

   Additions charged to operations          290,000        160,000
                                            -------        -------
   Balance at end of period              $1,711,000     $1,629,000
                                         ==========     ==========

   Ratio of net charge-offs during
      the period to average
        loans outstanding during        .
      the period                               .18%           .11%
                                               ===            ===



                                          DEPOSITS

   Maturity Schedule of Time Deposits $100,000 or More, December 31, 1996


Due three  months or less ............   $ 3,460,000
Over three  months  through six months     2,874,000
Over six months through twelve months      1,638,000
Over twelve months ...................     2,563,000
                                           ---------
                                         $10,535,000
                                         ===========


<TABLE>


              SECURITIES AVAILABLE FOR SALE AND INVESTMENT SECURITIES ANALYSIS*
                         ANALYSIS BY TYPE AND BY PERIOD TO MATURITY


                                      DECEMBER 31, 1996

<CAPTION>


                                   UNDER 1 YEAR         1-5 YEARS              5-10 YEARS          AFTER 10 YEARS

                                  BALANCE   RATE     BALANCE     RATE       BALANCE     RATE       BALANCE   RATE             TOTAL


<S>                          <C>           <C>    <C>             <C>    <C>             <C>    <C>             <C>   <C>
U.S. Treasury ............   $   100,000   6.04%  $    --         --     $      --        --    $     --        --    $     100,000

U.S. Goverment ...........
  Agency .................    14,923,000   6.37     11,212,000    6.11      7,511,000    6.38         --        --       33,646,000

Municipal
Securities -
Tax Exempt (1) ...........     2,206,000   5.74     15,915,000     5.29    10,486,000    5.25    1,857,000    5.29       30,464,000

Municipal
Securities -
Taxable ..................       281,000   6.72        75,000      6.58        --         --          --      --            356,000

Mortgage Backed
Securities and
Collateralized
Mortgage
Obligations
other than US
Government Agencies ......       853,000   8.09     1,194,000      8.04        --        --           --      --          2,047,000



                                                                                                                         -----------
 Other Securities ........       573,000   7.75       509,000     10.00        --         --          --      --          1,082,000
                                 -------   ----       -------     -----                                                   ---------

                             $18,936,000   6.42%  $28,905,000      5.81%  $17,997,000   5.71%$   $1,857,000   5.29%     $67,695,000
                             ===========   ====   ===========      ====   ===========   ====    ===========   ====      ===========

</TABLE>


(*) The analysis  shown above  combines the Company's  Securities  Available for
Sale  portfolio and the  Investment  Securities  portfolio.  All  securities are
included above at their historical amortized cost.

(1)  Yields on tax  exempt  securities  have not been  stated on tax  equivalent
basis.


<PAGE>


INTEREST RATE RISK

  Management of interest rate risk involves continual monitoring of the relative
sensitivity  of  asset  and  liability  portfolios  to  changes  in rate  due to
maturities  or  repricing.  Interest  rate  sensitivity  is a  function  of  the
repricing of assets and liabilities  through maturity and interest rate changes.
The objective is to maintain an  appropriate  balance  between income growth and
the risks  associated with maximizing  income through the mismatch of the timing
of interest rate changes between assets and liabilities. Perfectly matching this
funding can eliminate  interest rate risk, but net interest income is not always
enhanced. One measure of interest rate risk, the so-called "gap", is illustrated
in the report below as of December 31, 1996. This table measures the incremental
and cumulative  gap, or difference,  between assets and  liabilities  subject to
repricing during the periods indicated.  The figures presented are stated on the
basis of "contractual  gap" which measures the stated  repricing and maturity of
assets and liabilities.  The data presented indicates that rate sensitive assets
are  generally  subject to  repricing  sooner than rate  sensitive  liabilities.
Management  retains the  ability to change,  or not  change,  interest  rates on
certain  deposit  products as general market rates change in the future,  and is
also in the position to liquidate a portion of its securities available for sale
should conditions warrant such action.
<TABLE>


                                                                            NON-RATE
                        0-3 MONTHS 3-12 MONTHS    1-5  YEARS     OVER 5    SENSITIVE          TOTAL
                                                                 YEARS


<S>                     <C>         <C>           <C>           <C>        <C>          <C>
Loans                   $8,326,000  $24,173,000   $74,561,000   $8,545,000     ----     $115,605,000

Federal Fund Sold        1,300,000       -              -            -         --          1,300,000

Taxable  Securities (1)  7,974,000    8,825,000    12,518,000    7,914,000      -         37,231,000

Non Taxable                521,000    1,616,000    16,387,000   11,940,000     --         30,464,000
                           -------    ---------    ----------   ----------                ----------

Total Interest         $18,121,000  $34,614,000  $103,466,000  $28,399,000     -        $184,600,000
                       ===========  ===========  ============  ===========              ============

NOW and Super Now
Accounts (2)                   -           -            -            -     26,541,000     26,541,000

Savings and Insured            -           -            -            -     53,665,000     53,665,000
Money Markets (2)
Time Deposits (3)        9,966,000  34,992,000    25,351,000      371,000       -         70,680,000
Short Term Debt (1)        529,000         -            -            -          -            529,000
                --         -------                                                           -------


                                        .
Total Interest          10,495,000  34,992,000    25,351,000      371,000  80,206,000    151,415;000
                        ==========  ==========    ==========      =======  ==========    ==========
Gap                      7,626,000    (378,000)   78,115,000   28,028,000 (80,206,000)    33,185,000
Cumulative Gap           7,626,000   7,248,000    85,363,000   13,391,000  33,185,000

Cumulative Gap as a
Percentage of                4.13%       3.93%       46.24%      61.43%      17.98%
Total Interest
Earning Assets
</TABLE>

(1) Based on anticipated  maturity.  Includes Securities  Available for Sale and
Investment Securities, both shown at their historical amortized cost.

(2)  Historical  base of stable core  deposits  lack rate  sensitivity  based on
experience and analysis of deposit growth trends in various rate environments.

(3) Fixed rate deposits and deposits  with fixed pricing  intervals are included
in the period of contractual maturity.

(4) Based on contractual maturity.



<PAGE>



Item 2.  PROPERTIES

      In   addition  to  the  main  office  of  the  Company  and  the  Bank  in
      Jeffersonville,  New York,  the Bank has  seven  branch  locations  and an
      operations  center.  Set  forth is a  description  of the  offices  of the
      Company and the Bank.

Main Office

      The main office of the Bank is located at Main Street, Jeffersonville, New
      York,  12748. The premises  occupied by the Bank consists of approximately
      6,700 total  square feet of office space in a two-story  office  building,
      and  parking is  provided  for  approximately  30 cars.  The Bank owns the
      building and underlying land.

Eldred Branch

      The  Eldred  Branch of the Bank is located  at 561 Route 55,  Eldred,  New
      York. The premises  consists of  approximately  2,016 total square feet of
      office  space in a 1-story  office  building,  and parking is provided for
      approximately 17 cars. The Bank owns the building and underlying land.

Liberty Branch

      The Liberty Branch of the Bank is located at Church Street and Darby Lane,
      Liberty,  New York.  The premises  consists of  approximately  4,320 total
      square feet of office space in a two-story office building, and parking is
      provided  for  approximately  30 cars.  The Bank leases the space from the
      Company.  The lease  commenced  on  January  1, 1989,  and  terminates  on
      December 1, 2003. The lease payments are $9,500 per month.

Loch Sheldrake Branch

      The Loch  Sheldrake  Branch  of the Bank is  located  on  Route  52,  Loch
      Sheldrake,  New York. The premises  consists of approximately  1,440 total
      square feet of office space, and parking is provided for  approximately 11
      cars. The Bank leases the space from the Company.  The lease  commenced on
      September 7, 1994 and terminates on August 7, 2009. The lease payments are
      $9,600 per year.

Monticello Branch

      The  Monticello  Branch of the Bank is  located  at 15  Forestburgh  Road,
      Monticello,  New York. The premises consists of approximately 2,500 square
      feet of office  space and parking is provided for  approximately  25 cars.
      The Bank leases the space from the Company. The lease commenced on October
      1, 1992 and  terminates  September 1, 2007.  The lease payments are $2,550
      per month.

Operations Center

      The Operations Center is located on Main Street, Jeffersonville, New York.
      The premises  consists of approximately  10,788 square feet in a two-story
      office  building,  and parking is provided for  approximately 30 cars. The
      Bank leases the space from the Company. The lease commenced on May 1, 1984
      and terminates on April 30, 1999. The lease payments are $4,950 per month.



Supermarket Branches

         The Bank  leases  space  in Pecks  Supermarkets  in  Livingston  Manor,
         Narrowsburg  and  Callicoon,  New York.  The branch  facilities  occupy
         between  650 and 800  square  feet each and the  leases  payments  from
         approximately $7,500 to $10,500 per year.

Item 3.  LEGAL PROCEEDINGS

         The Company and its  subsidiary  are not parties to any material  legal
         proceedings  which may have a material adverse effect on its results of
         operations or financial condition.

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

      Not applicable

                                                  Part II

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

          The  Company's  common stock was  inactively  traded on a local basis,
          during 1996 and 1995.  In January  1997,  the Company  announced  that
          trading in its common stock commenced on the Over-The -Counter market.
          The  following  table  shows  the  range  of  sales  prices  known  to
          management  for each  quarter  during  the two most  recent  years and
          dividends declared per share:

                                  1996
                           High             Low          Dividends Per Share
   First Quarter          $ 21.00         $ 21.00                $.00
   Second Quarter         $ 21.00         $ 21.00                $.32
   Third Quarter          $ 21.00         $ 21.00                $.00
   Fourth Quarter         $ 21.25         $ 21.00                $.33


                                  1995
                           High             Low          Dividends Per Share
   First Quarter          $ 24.00         $ 21.00                $.00
   Second Quarter         $ 21.00         $ 19.00                $.30
   Third Quarter          $ 23.00         $ 20.00                $.00
   Fourth Quarter         $ 22.00         $ 20.00                $.30

The approximate  number of  stockholders of the Company's  common stock at March
28, 1997 is 674.

Item 6.  SELECTED FINANCIAL DATA

          This item is omitted pursuant to paragraph (2) of General  Instruction
          "G" -  Information  to be  Incorporated  by  Reference.  See "Selected
          Financial  Information"  included in the Annual Report to Stockholders
          for 1996, which is incorporated herein by reference.

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

          This item is omitted pursuant to paragraph (2) of General  Instruction
          "G" - Information to be Incorporated by Reference.  See  "Management's
          Discussion  and  Analysis  of  Financial   Condition  and  Results  of
          Operations"  included  in the Annual  Report to the  Stockholders  for
          1996, which is incorporated herein by reference.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          This item is omitted pursuant to paragraph (2) of General  Instruction
          "G" - Information to be  Incorporated by Reference.  See  consolidated
          financial   statements  and  notes  to  the   consolidated   financial
          statements,  included in the Annual Report to  Stockholders  for 1996,
          which are incorporated herein by reference.

Item  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

          There has been no change in accountants  within the 24 months prior to
          December 31, 1996,  and there has not been any reported  disagreements
          on any matter of  accounting  principles  and  practices  or financial
          statement disclosure which would have led to a change in accountants.


                                                  Part III


Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

          This item is omitted pursuant to paragraph (3) of General  Instruction
          "G" - Information to be Incorporated  by Reference.  See Nomination of
          Directors  and  Election  of  Directors  on pages 1 and 2 of the proxy
          statement, which are incorporated herein by reference.

Item 11. EXECUTIVE COMPENSATION

      This item is omitted pursuant to paragraph (3) of General  Instruction "G"
      -  Information  to be  Incorporated  by  Reference.  See  Remuneration  of
      Management  and  Others  on page  6-7 of the  proxy  statement,  which  is
      incorporated herein by reference.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS OF MANAGEMENT

          This item is omitted pursuant to paragraph (3) of General  Instruction
          "G" -  Information  to be  Incorporated  by  Reference.  See  Security
          Ownership of Certain  Beneficial  Owners and of Management on page 3-4
          of the proxy statement, which is incorporated herein by reference.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          This item is omitted pursuant to paragraph (3) of General  Instruction
          "G" - Information to be  Incorporated  by Reference.  See Director and
          Executive  Officer  information,  transactions  with  Management,  and
          Remuneration  of  Management  and  Others  on pages  8-9 of the  proxy
          statement, which are incorporated herein by reference.


<PAGE>




                                                  Part IV

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

(a) 1.  Consolidated  financial  statements  and  schedules  of the  Company and
        Subsidiary

      The following  consolidated financial statements of the Registrant and its
      subsidiary  are  incorporated  herein by  reference  from the 1996  Annual
      Report to Stockholders of the Company;  page number  references are to the
      Annual Report.

                                      Page

         Consolidated Balance Sheets - December 31, 1996 and 199517

         Consolidated Statements of Income
            Years Ended December 31, 1996, 1995 and 1994.........18

         Consolidated Statements of Changes in Stockholders' Equity
            Years Ended December 31, 1996, 1995 and 1994.........19

         Consolidated Statements of Cash Flows
            Three Years Ended December 31, 1996..................20

         Notes to Consolidated Financial Statements.............21-44

         Independent Auditors' Report............................45

(a)   2.All  schedules are omitted since the required  information is either not
      applicable,  not  required or  contained  in the  respective  consolidated
      financial statements or in the notes thereto.

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

      Exhibits not indicated  below are omitted  because the  information is not
      applicable or is contained elsewhere within this report.


         3.1   Certificate of Incorporation of the Company
               (Incorporation  by Reference to Exhibit 3.1,  3.2, 3.3 and 3.4 to
               Form 8 Registration Statement, effective June 29, 1991)

         3.2   The Bylaws of the Company
               (Incorporated  by  Reference  to  Exhibit  3.5  and 3.6 to Form 8
               Registration Statement, effective June 29, 1991)

         4.1   Instruments defining the Rights of Security Holders.
               (Incorporated by Reference to Exhibit 4 to Form 8
               Registration Statement, effective June 29, 1991)

         11.1  Computation of Income Per Share  (Reference is made to the Annual
               Report of the Company included elsewhere in this report.)

         13.1  The Annual Report of the Company is filed herewith.

         21.1  Subsidiaries  of the Registrant - as Discussed in Section I, Item
               I,  Description of Business;  The Company owns 100% of the Equity
               Securities of the Bank.


b)    Reports on Form 8-K

      No reports on Form 8-K have been filed by the  Company  during the quarter
ended December 31, 1996.



<PAGE>




                                                 SIGNATURES


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


Dated:               3-28-97             By:
                                       Chairman of the Board and President


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


          Signatures                   Title                    Date


                                 Chairman of the Board and          3-28-97
         Arthur E. Keesler       President-Director


                                 Principal Accounting Officer       3-28-97
         K. Dwayne Rhodes        and Principal Financial Officer


                                 Director                     3-28-97
          John K. Gempler

                                 Director                     3-28-97
          Edward T. Sykes

                                 Director                     3-28-97
          Raymond Walter

                                 Director                     3-28-97
          Earle A. Wilde

                                 Director                     3-28-97
          James F. Roche

                                 Director                     3-28-97
       Frederick W.V. Schadt

                                 Director                     3-28-97
         John W. Galligan