JEFFERSONVILLE BANCORP
300 Main Street
Jeffersonville, New York 12748




                      NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                             TO BE HELD APRIL 29, 1997

Dear Stockholder:

     Notice is hereby  given that the  Annual  Meeting  of the  Stockholders  of
Jeffersonville  Bancorp (the "Company") will be held in the Company's Board Room
at  The  First  National  Bank  of  Jeffersonville  (the  "Bank")  Main  Street,
Jeffersonville,  New York at 3:00 p.m., Jeffersonville,  New York Time, on April
29, 1997 for the following purposes:

                  (1) To elect five directors to the Board of Directors; and (2)
                  To ratify the appointment of KPMG Peat Marwick LLP as
independent auditors for the Company for its year ending December 31, 1997.
                  (3) To  transact  such other  business  as may  properly  come
before the Annual Meeting or any adjournment thereof.

     Only those  holders  of record of common  stock of the  Company,  par value
$0.50 per share (the "Common Stock"),  at the close of business on April 1, 1997
are entitled to notice of and to vote at the Annual  Meeting or any  adjournment
thereof.

     You are cordially invited and urged to attend the Annual Meeting in person,
but if you are  unable to do so,  please  date,  sign and  promptly  return  the
enclosed proxy in the enclosed,  self-addressed  stamped envelope. If you attend
the Annual  Meeting and desire to revoke your proxy and vote in person,  you may
do so, In any event, a proxy may be revoked at any time before it is exercised.




 By Order of the Board of Directors


 Arthur E. Keesler, President










Jeffersonville, New York
April 1, 1997


<PAGE>


JEFFERSONVILLE BANCORP
300 Main Street
Jeffersonville, New York 12748


                                  PROXY STATEMENT



                          ANNUAL MEETING OF STOCKHOLDERS
                            TO BE HELD APRIL 29, 1997


     The  accompanying  proxy is  solicited  by and on  behalf  of the  Board of
Directors of  Jeffersonville  Bancorp,  a New York  corporation,  for use at the
Annual Meeting of Stockholders (the "Annual  Meeting"),  to be held on April 29,
1997 at 3:00 p.m., Jeffersonville,  New York time, at The First National Bank of
Jeffersonville,  Main  Street,  Jeffersonville,  New York,  and any  adjournment
thereof.  The purposes of the Annual  meeting are (a) to elect five directors to
the Board of  Directors  of the Company  (b) to ratify KPMG Peat  Marwick LLP as
independent auditors,  for the Company for its year ending December 31, 1997 and
to transact such other  business as may properly come before the Annual  Meeting
or any adjournment thereof.

     Solicitation  of  proxies  may be made in person or by mail,  telephone  or
telegraph,  by  directors,  officers and regular  employees of the Company.  The
Company may also request  banking  institutions,  brokerage  firms,  custodians,
nominees and  fiduciaries  to forward  solicitation  material to the  beneficial
owners of Common  Stock held of record by such  persons,  and the  Company  will
reimburse the forwarding  expenses.  The cost of solicitation of proxies will be
paid by the Company. This Proxy Statement was first mailed to stockholders on or
about April 1, 1997.

     The  Company  has  its   principal   executive   offices  at  Main  Street,
Jeffersonville, New York 12748; telephone (914) 482-4000.


<PAGE>



                                TABLE OF CONTENTS



                                                                          Page

     New Business............................................................1

     Nomination of Directors.................................................1

     Quorum and Voting.......................................................1

     Action to be Taken Under Proxy..........................................2

     Election of Directors...................................................2

     Ratification of Appointment of Auditors.................................2

     Security Ownership of Certain Beneficial Owners and Management.........3-4

     Directors and Executive Officer Information.............................5

     Committees of the Board of Directors....................................5

     Remuneration of Management and Others..................................6-7

     Report of the Personnel Committee......................................7-8

     Transactions with Management............................................8

     Comparative Stock Performance Graph....................................8-9

     Other Matters...........................................................9

     Documents Incorporated by Reference.....................................9


<PAGE>



     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. Effective June 30, 1982, the Company became the
registered  bank  holding  company for the Bank which was  chartered in 1913 and
organized under the National Banking Laws of the United States.

     The Company does not pay any  compensation to directors or officers and the
compensation  payments and benefit plans described in this proxy are paid by the
Bank.  The same  members  make up the Board of Directors of both the Company and
the Bank.

                                  NEW BUSINESS

     At an annual  meeting  of  stockholders,  only such new  business  shall be
conducted  and  only  proposals  with  respect  to such  new  business  shall be
considered or acted upon,  as shall have been brought  before such meeting by or
at the direction of the Board of Directors or by any  stockholder of the Company
who gives timely  notice in writing to the Secretary of the Company as set forth
in Section 2.13 of the Company's Bylaws. For new business to be properly brought
before an annual meeting of stockholders by a stockholder,  the stockholder must
deliver notice to, or mailed and received at, the Company's  principal executive
office not less than 120 calendar  days in advance of the date of the  Company's
proxy  statement sent to  stockholders  in connection  with the previous  year's
annual  meeting of  stockholders,  except that, if no annual meeting was held in
the  previous  year or the date of the annual  meeting has been  changed by more
than 30 calendar  days from the date  contemplated  at the time of the  previous
year's  proxy  statement,  such  notice  shall be  received  by the Company in a
reasonable time before the solicitation is made. A stockholder's  notice must be
addressed  to the  Secretary  of the  Company.  A  stockholder's  notice  to the
Secretary  shall set  forth,  as to each  matter  of  business  the  stockholder
proposes to bring  before the  meeting,  (i) a brief  description  of the matter
desired to be brought  before the meeting and the  reasons for  conducting  such
business  at the  meeting;  (ii) the  name and  address  as they  appear  on the
Company's books, of the stockholder proposing such proposal; (iii) the class and
number of shares  of the  Company's  stock  that are  beneficially  owned by the
stockholder on the date of such stockholder notice and by any other stockholders
known by such  stockholder  to be  supporting  such proposal on the date of such
stockholder  notice;  and (iv) any financial interest of the stockholder in such
proposal.


                             NOMINATION OF DIRECTORS

     Nomination of candidates for election as directors at any annual meeting of
stockholders  may be  made  by the  Board  of  Directors  or by any  stockholder
entitled to vote at such annual  meeting.  Only persons  nominated in accordance
with the procedures  set forth in Section 2.12 of the Company's  Bylaws shall be
eligible for election as directors at an annual meeting.

     Nominations,  other than those made by or at the  direction of the Board of
Directors,  shall be made  pursuant to timely notice in writing to the Secretary
of the  Company  as set forth in Section  2.12 of the  Company's  Bylaws.  To be
timely, a stockholder's notice shall be delivered to, or mailed and received at,
the principal executive offices of the Company no later than December 2, 1996.


                                QUORUM AND VOTING

     At the close of  business  on April 1,  1997,  the  Company  had issued and
outstanding  1,182,794 shares of Common Stock.  Only holders of record of Common
Stock at the close of business on April 1, 1997,  are  entitled to notice of and
vote on matters to come before the Annual Meeting or any adjournment thereof.

     The  presence  in  person  or by  proxy of the  holders  of a  majority  of
outstanding  shares of common  stock  entitled to vote at the Annual  Meeting is
necessary  to  constitute  a quorum at the  Annual  Meeting  or any  adjournment
thereof.  The record holders the Common Stock are entitled to one vote in person
or by proxy in  respect  to each such  share on each  matter to come  before the
Annual Meeting.


                         ACTION TO BE TAKEN UNDER PROXY

     Each proxy unless stockholder  otherwise  indicates therein,  will be voted
"FOR" the election of the five persons named in the Proxy Statement as the Board
of  Directors'  nominees for  election to the Board of  Directors  and "FOR" the
ratification  of KPMG Peat  Marwick LLP as  independent  auditors.  In each case
where the stockholder  appropriately  specified how the proxy is to be voted, it
will be voted in  accordance  with his or her  specification.  Stockholders  may
designate a person or persons  other than those named in the  enclosed  proxy to
vote their shares at the Annual Meeting or any  adjournment  thereof.  As to any
other matter of business  which may be brought  before the Annual Meeting or any
adjournment  thereof,  a vote may be cast pursuant to the accompanying  proxy in
accordance  with the judgment of the persons voting the same, but the Board does
not know of any such other matters of business. Any stockholder has the power to
revoke his or her proxy at any time,  insofar as it has not been  exercised,  by
written  notice or  subsequently  dated  proxy sent to K.  Dwayne  Rhodes at the
Company,  Main Street,  Jeffersonville,  New York 12748,  or by oral  revocation
given by the  stockholder  in person at the Annual  Meeting  or any  adjournment
thereof.


                              ELECTION OF DIRECTORS

     Pursuant to the Company Bylaws,  the Board of Directors has, by resolution,
fixed the number of directors at 13. The Board is divided into three classes (I,
II, III), and each director  typically serves a three-year term. A director will
initially  serve  less than  three  years if the term of office for the Class in
which he is elected  expires prior to the director's  third year in service.  In
this case, the director will stand for  reelection  with the other Class members
for a full three-year term.

     The terms of office of Class II directors  expires in 1997.  The five Class
II directors  have been  nominated to serve for  three-year  terms as members of
Class II. The Board of Directors  has  nominated  to serve as directors  John W.
Galligan,  Solomon  Katzoff,  Arthur E. Keesler,  Raymond L. Walter and Earle A.
Wilde for Class II directorship.  There are no shareholder nominees for Class II
directors.  All nominees are currently members of the Board. It is intended that
the  persons  named in the  proxies  solicited  by the  Board  will vote for the
election of the named  nominees.  If any nominee is unable to serve,  the shares
represented  by all  valid  proxies  will  be  voted  for the  election  of such
substitute as the Board of Directors may recommend or the Board of Directors may
determine  to  decrease  the size of the Board to  eliminate  the vacancy at any
time.  The Board knows of no reason why any nominee  might be unable to serve if
elected.

     The Board of Directors recommends that shareholders vote "For" the approval
of the five  nominees  to the Board of  Directors,  after  consideration  of the
information contained herein. Your appointed proxies will vote your shares "For"
the four nominees unless you instruct otherwise in the proxy form.


                     RATIFICATION OF APPOINTMENT OF AUDITORS

     The Board of Directors  has  appointed the firm of KPMG Peat Marwick LLP as
independent auditor of the Company for the fiscal year ending December 31, 1997,
subject to ratification of such appointment by the stockholders. Representatives
of KPMG Peat  Marwick LLP are  expected to be present at the Annual  Meeting and
are  expected to make a statement if they desire to do so and/or be available to
respond to appropriate questions.
     The  Board  of  Directors  recommends  that  stockholders  vote  "For"  the
ratification of KPMG Peat Marwick LLP as independent auditors.








                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

     The name and address,  position,  age, number of shares owned and principal
occupation  of the executive  officers,  directors  and 5%  stockholders  of the
Company as of March 13, 1997, are as follows:
<TABLE>


                                                                 Shares of
                                                                  Common                     Owned           Principal Occupation if
      Name and           Position (class)         Age           Stock owned                Percentage          not with the Company
      ---------          ----------------         ---           -----------                ----------          --------------------
     Address

<S>                                                <C>             <C>                       <C>
     Arthur E.         President and               65              16,000.000                1.35            Board Chairman of
     Keesler           Director (II)                                                                         The Company
     Callicoon         Director since 1982
     Center
     NY,  12724

     Raymond L.        Vice President              50               6,088.543                0.52            President of the Bank
     Walter            and Director (II)
     Box 159           Director since 1994
     Yulan
     NY,  12792

     John K.           Secretary and               54              14,563.198                1.23            Corporate Secretary
     Gempler           Director (I)                                                                          Insurance Company
     Box 323           Director since 1982
     Kenoza Lake
     NY  12750

     K. Dwayne         Treasurer                   59                 684.464                0.06            Executive Vice
     Rhodes                                                                                                       President and
     Box 197                                                                                                 Cashier of the Bank
     Cochecton
     NY, 12726

     Hon.              Director (I)                83               5,470.000                0.46            Attorney
     Lawrence          Director since 1985
     H. Cooke
     Monticello
     NY,  12701

     John W.           Director (II)               60               6,145.000                0.52            Land Surveyor
     Galligan          Director since 1982
     P.O. Box 71
     Monticello
     NY,  12701

     Douglas A.        Director (III)              67              15,758.152                1.33            Merchant
     Heinle            Director since 1982
     Cochecton
     Center
     NY,  12727

     Solomon           Director (II)               71              18,895.000                1.60            Real Estate Broker
     Katzoff           Director since 1982
     Lake
     Huntington
     NY,  12752

     Gibson E.         Director (I)                62              22,766.281                1.93            Real Estate Broker
     McKean            Director since 1982
     Highland
     Lake
     NY,  12743

     James F.          Director (III)              63           24,600                       2.08            Automobile Dealer
     Roche             Director since 1982
     Callicoon
     NY,  12723

     Frederick         Director (III)              52         9,200.000                      0.78            Attorney
     W.V.              Director since 1992
     Schadt

     Jeffersonville
     NY,  12748

     Edward T.         Director (I)                52         17,412.463                     1.47            Insurance Broker
     Sykes             Director since 1982
     Callicoon
     NY,  12723

     Gilbert E.        Director (III)              74         40,000.000                     3.38            Retired
     Weiss             Director since 1982
     RD1 Box
     1374
     Beach Lake
     PA,  18405

     Earle A.          Director (II)               68         16,095.143                     1.36            Agricultural Consultant
     Wilde             Director since 1982
     10 Liberty
     Street
     Liberty
     NY,  12754

</TABLE>

(1) Included in this number are 5,000 shares  owned  jointly by Mr.  Keesler and
his wife Jane Keesler 3,500 shares owned by Jane Keesler.

(2) Included in this number are 850 shares owned jointly by Mr.  Gempler and his
wife Lorraine Gempler.

(3)  Included in this number are  2,248.152  shares owned by Mr.  Heinle's  wife
Eleanor  Heinle,  50  shares  owned by  Eleanor  Heinle  custodian  for  Brianne
Elizabeth  Heinle,  50 shares  owned by Eleanor  Heinle  custodian  for  Kristen
Danielle  Heinle and 50 shares owned by Eleanor  Heinle  custodian for Amber Lee
Heinle.

(4) Included in this number is 3,475 shares owned by Mr. Katzoff's wife Gertrude
Katzoff.

(5) Included in this number is 1,150.102  shares owned by Mr.  Sykes' wife Joyce
Sykes.

(6) These shares are  registered  in the name of Gilbert Weiss and Eleanor Weiss
Family Trust.

(7) Included in this number is 3,500 shares owned by Mr.  Wilde's wife Elizabeth
J. Wilde.

(8) Included in this number are 560 shares owned  jointly by Mr.  Walter and his
wife Nancy  Walter and 928.543  shares owned by Raymond L Walter  custodian  for
Janelle D. Walter.

There are no  beneficial  owners  who own 5% or more of the  outstanding  common
stock.




<PAGE>



                   DIRECTOR AND EXECUTIVE OFFICER INFORMATION


Each  director  and  executive  officer has served with or been  employed by the
Company and/or the Bank  continuously for the past five years,  except Frederick
W.V.  Schadt,  Jr. who was elected by the Board of Directors in December 1992 to
fill the unexpired term of his father, Frederick W.V. Schadt, Sr.

     No director or  executive  officer  sits on the board of  directors  of any
corporation  with a class  of  securities  registered  with the  Securities  and
Exchanges  Commission  pursuant to Section 12 of the Securities  Exchange Act of
1934, as amended,  subject to the requirements of Section 15 (d) of such act, or
any company registered under the Investment Company Act of 1940, as amended.

     There are no family  relationships among or between any of the directors or
executive officers of the Company.

     All reported requirements of Section 16 (a) of the Exchange Act were met.


                                COMMITTEES OF THE
                               BOARD OF DIRECTORS

The following Bank Board Committees are described below.

     The Board of Directors  has a standing  Examining  Committee on which board
membership is rotated annually.  It was composed of Messrs.  Gempler (Chairman),
Sykes,  Heinle and McKean on December  31, 1996.  The function of the  Examining
Committee is to  institute,  oversee and assist the  internal and external  bank
auditors. The Audit Committee had four regularly scheduled meetings during 1996.

     The  Board of  Directors  does not have a  standing  Nominating  Committee.
Nominations are made by resolution at a Board of Directors meeting.

     The Board of Directors  has a standing  Salary and  Personnel  Committee on
which board  membership is rotated  annually.  It was composed of Messrs.  Wilde
(Chairman),  Katzoff, Schadt and Roche on December 31, 1996. The function of the
Salary and Personnel Committee is to review the compensation and benefits of the
directors,  officers  and  executive  officers  of the  Company.  The Salary and
Personnel Committee had eight regularly scheduled meetings during 1996.

     The  Board of  Directors  has a  standing  Loan  Committee  on which  board
membership is rotated  monthly.  It was composed of Messrs.  Walter  (chairman),
Galligan, Heinle and Schadt on December 31, 1996. The function of this committee
is to review loan applications for new credit extensions. The Loan Committee had
38 scheduled meetings during 1996.

     The Strategic  Planning Committee of the Board of Directors is also rotated
annually.  It was composed of Messrs.  Weiss  (chairman),  Cooke and Galligan on
December  31, 1996.  The function of this  committee is to look ahead to prepare
for future trends and changes.  They also serve as the Data Processing Committee
reviewing  future  changes  and  enhancements  in  the  bank's  data  processing
applications. This committee had four meetings during 1996.

     The Board of  Directors  has a Building  Committee  that meets on an ad hoc
basis.  Members  are  appointed  for  specific  meetings  as called by the Board
Chairman or President.

     The Company had 12 regularly  scheduled  Board meetings  during 1996.  Each
director has  attended at least 75% of the of the Board of  Directors  meetings.
The Bank had 15 regularly  scheduled  meetings  during 1996.  Each  director has
attended at least 75% of the of the Board of Directors meetings.

<TABLE>

                      REMUNERATION OF MANAGEMENT AND OTHERS

                          EXECUTIVE COMPENSATION TABLE
<CAPTION>

                                                                                          Long Term Compensation
                             Annual Compensation                                        Awards                   Payouts

(a)                           (b)         (c)           (d)             (e)          (f)        (g)        (h)            (i)
                                                                                Restricted                           All other
                                                     Profit      Other Annual        Stock    Options       LTIP       Compen-
Name and                               Salary       Sharing      Compensation    Award (s)       SARs    Payouts       sations
Principal Position          Years         ($)           ($)               ($)          ($)        (#)        ($)           ($)


<S>                            <C>      <C>            <C>             <C>               <C>        <C>        <C>           <C>
Raymond L. Walter              1996     151,563        29,006          13,500            0          0          0             0
President                      1995     134,147        23,258          11,800            0          0          0             0
                               1994     110,923        19,006          11,500            0          0          0             0


K. Dwayne                      1996     114,487        18,410          10,300            0          0          0             0
Rhodes                         1995     106,696        17,702           9,800            0          0          0             0
Exec. Vice President           1994     107,665        17,702           9,400            0          0          0             0

</TABLE>

     The Bank pays members of its Board of Directors an  honorarium  of (i) $500
per meeting of the Board  attended,  with two absences per year also paid,  (ii)
$750 per month to members who served on the Loan Committee through June 1996 and
$400 per meeting  for the rest of the year and (iii) $400 per  meeting  attended
for members who serve on each of the Examining  Committee,  Personnel  Committee
and  Strategic  Planning  Committee.  The  Chairman of the Board is paid $60,000
annual fee in addition to regular meeting fees. The Board Secretary is paid $500
per meeting in addition to regular  meeting and committee fees. The Company pays
no honorariums to its Board of Directors.

Employee Benefit Plans

Tax-Deferred Savings Plan

     The  Company  maintains  a  qualified  401K plan for all  employees,  which
permits tax-deferred employee contributions up to 15% of salary and provides for
matching  contributions  by the Company:  Beginning in 1996, the Company matches
100% of employee  contributions up to 4% of the employee's salary and 25% of the
next 2% of the employee's salary. The Company continues to match 25% of employee
contributions  beyond 6% of the  employee's  salary  until  the  total  matching
contribution reaches $1,500 or 15%. For 1995 and 1994, the Company contributed a
maximum  of  fifty  cents  for each  dollar  contributed  by each  participating
employee,  up to a maximum  of $1,500  per  employee.  The  Company  contributed
approximately  $93,000 in 1996, $53,000 in 1995 and $48,000 in 1994. During 1996
the  bank  contributed  $7,556  and  $5,657  for  Messrs.   Walter  and  Rhodes,
respectively which amounts are including in the executive compensation table.

Pension Plan

     The Bank has a defined  benefit  pension  plan (using of the New York State
Bankers  Retirement Plan Protoype) (the "Pension  Plan") covering  substantially
all of its  employees.  The  benefits  are  based on years  of  service  and the
employee's average compensation during the five consecutive years in the last 10
years of employment  affording the highest such  average.  All W-2  compensation
paid by the Bank to its  employees  up to  $150,000  per year is  covered by the
Pension Plan, but this  limitation of $150,000 may be higher due to increases in
the  Consumer  Price  Index.  Participants  in the  Pension  Plan may choose the
following benefit option: one-sum payment, automatic joint and survivor annuity,
life annuity with 120  stipulated  payments,  or full cash refund  annuity.  The
Bank's funding  policy is to contribute  annually the maximum amount that can be
deducted for Federal income tax purposes.  Contributions are intended to provide
not only benefits  attributed to service to date but also for those  expected to
be earned in the future.

The  following  table sets forth the  estimated  annual  benefits  payable  upon
retirement to persons who have earned the specified average annual  compensation
and who have completed the specified years of creditable service:


        Annual                       Years of Creditable Service
      Average
  Compensation         15         20         25         30         35         40


$       25,000   $  3,955   $  5,274   $  6,592   $  7,575   $  9,229   $ 10,479

$       50,000      9,580     12,774     15,967     19,161     22,354     24,854
                                                                   -
$       75,000     15,205     20,274     25,342     30,411     35,479     39,229

$      100,000     20,830     27,774     34,717     41,661     48,604     53,604

$      150,000     32,080     42,774     53,467     64,161     74,854     82,354

$      200,000     43,330     57,774     72,217     86,661    101,104    111,104


     The single plan maximum  benefit limit under Internal  Revenue Code Section
415 as of January 1, 1995 is $120,000 ($110,880 under the Normal Form of Payment
for a Single  Participant).  The maximum  annual  compensation  allowed  under a
qualified plan is $150,000 for 1996.  The benefits above were computed  assuming
that (i) the normal form of payment to a single participant is used and (ii) the
employee turns 65 in December 1996.

     The  estimated  creditable  years of service until  retirement  for Messrs.
Walter,  and Rhodes (the two executive  officers in the proceeding  Compensation
Table, who participate in the Pension Plan) are 36 and 31 respectively.

Profit Sharing Plan

     The Bank has a profit sharing plan (the "Profit Sharing Plan") in which all
employees  of the Bank with one  complete  year of service as of November 30 may
participate  for that fiscal year.  Employees with less than one year of service
are eligible for 1/12 of their normal share for each month of service.  A profit
sharing percentage is developed for each employee of the Bank ranging firm 7% to
17% of base salary, as determined by the Personnel Evaluation Committee of three
senior  members of  management.  The profit  sharing  percentage  for all senior
management is 17% of base salary except for Messr.  Walter at 20%.  During 1996,
the Bank paid  Messrs.  Walter  and Rhodes  $29,006  and  $18,410  respectively,
pursuant  to  the  Profit-Sharing  Plan,  which  amounts  are  included  in  the
proceeding Cash Compensation Table.


REPORT OF THE PERSONNEL COMMITTEE DATED FEBRUARY 6, 1996

This Committee  established  policies relating to the compensation of employees,
officers and executive  officers.  All decisions by the Personnel  Committee are
ratified by the Board of Directors

     Compensation  levels for officers and executive officers from March 1, 1996
through  February  28,1997  were fixed by the Board of Directors on February 27,
1996 based on recommendations  of the Committee.  The compensation to be paid to
the  executive  officers in 1996 was, on the average,  approximately  5.0% above
that paid in 1995.

The compensation  recommended and approved for executive officers is intended to
further the earnings and financial  strength of the Company through the focus of
attention on efficient and productive operations in an increasingly  competitive
environment.  To achieve this goal, the Company's Executive  Compensation Policy
integrates  annual base  compensation  with profit  sharing  based on  corporate
performance  and  individual   initiatives.   In  evaluating   annual  executive
compensation,  the Committee examines net income,  earnings per share, return on
equity, asset growth, and total return to shareholders.

     The Bank's  management  performed  well in 1995-96,  despite the  difficult
economic conditions.

     In making its recommendations for executive officer compensation, including
that for the  Chief  Executive  Officer,  the  Committee  considers  a number of
factors,  including  an  appraisal of the  officer's  performance,  the earnings
performance of the Company, and information supplied by a regionally  recognized
compensation consulting firm.

     Early in 1993,  Arthur E.  Keesler  announced  his  intention  to retire as
president and CEO of The Bank, and remain as Chairman of the Board.  Mr. Keesler
also  retained  his  designation  as Chairman of the Board and  President of The
Company. In the summer of the 1993, The Board of Directors designated Raymond L.
Walter to succeed Mr. Keesler in February 1994. Mr. Walter, employed by The Bank
since 1973,  was Executive Vice President and Senior Loan Officer at the time of
his appointment as President and CEO.

     The base  compensation of the Chief Executive  Officer,  Raymond L. Walter,
was  increased in 1996 by $8,216 over 1995 and a base increase from 1994 to 1995
of $25,012.  There was an increase in the profit sharing  percentage from 17% to
20% in 1996.

     The Committee based its recommendation  largely on Mr. Walter's performance
as President in 1994-96, as well as past performance as Executive Vice President
and believe he has shown the ability to  effectively  administer the Company and
respond successfully to a changing business environment.

                                 Earle A. Wilde, Chairman
                                 James F. Roche
                                 Solomon Katzoff
                                 Frederick W.V. Schadt


TRANSACTIONS WITH MANAGEMENT

     In the  ordinary  course  of its  banking  business,  the  Bank has had and
anticipates it will continue to have  transactions with various of its executive
officers,  directors and their associates,  including corporations in which such
directors own a beneficial interest.  To the extent such transactions  consisted
of extensions of credit of any material amount, such transactions have been made
in the ordinary course of the Bank's business,  on substantially the same terms,
including  interest rates and  collateral,  as those  prevailing at the time for
comparable transactions with other Bank customers,  and do not involve more than
the normal risk of collectability or other unfavorable features.




COMPARATIVE STOCK PERFORMANCE GRAPH

     The graph on the following page sets forth the cumulative total shareholder
return on the Company's  Common Stock for the last five fiscal  years,  assuming
the  investment  of $100 on  December  31,  1991  and  the  reinvestment  of all
dividends  since that date to December  31,  1996.  The graph also  contains for
comparison  purposes the S & P 500 Index and the NASDAQ OTC Bank Index. The Data
used was obtained from published sources and is believed to be accurate.


[GRAPHIC OMITTED]
<TABLE>

                                       ------------- ---------- --------- ---------- ---------- ----------
                                            91          92         93        94         95         96
                                       ------------- ---------- --------- ---------- ---------- ----------
--------------------------------------
<S>                                        <C>          <C>       <C>        <C>        <C>        <C>
           Jeffersonville Bancorp          100          128       154        143        131        137
            NASDAQ OTC Bank Index          100          146       166        165        246        326
                        S & P 500          100          108       118        120        165        203
-------------------------------------- ------------- ---------- --------- ---------- ---------- ----------
</TABLE>

                                  OTHER MATTERS

     The Board of  Directors  is not aware of any  business  to come  before the
Annual Meeting other than those matters described above in this Proxy Statement.
However, if any other matters should properly come before the Annual Meeting, it
is intended that the proxies in the  accompanying  form will be voted in respect
thereof in accordance with the judgment of those voting the proxies.

                       DOCUMENTS INCORPORATED BY REFERENCE

1. Item 7 Form 10-K, Management's Discussion and Analysis of Financial Condition
and Results of  Operations.  2.  Jeffersonville  Bancorp's 1996 Annual Report to
Stockholders.

A copy of the Company's  Annual Report on Form 10-K for the year ended  December
31, 1996 will be supplied to  stockholders  without charge on or after March 31,
1997,  upon  written  request  directed  to  K.  Dwayne  Rhodes,   Main  Street,
Jeffersonville, New York 12748.

BY THE ORDER OF THE BOARD OF DIRECTORS



Arthur E. Keesler
 President

Jeffersonville Bancorp
P.O. Box 398
Jeffersonville, New York 12748






THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF JEFFERSONVILLE BANCORP

     The undersigned hereby appoints, Jesse P. Brown, Salvatore Princiotta,  and
Barbara Hahn with full power of substitution and resubstitution,  proxies of the
undersigned,  with all of the  powers  that the  undersigned  would  possess  if
personally present to cast all the votes which the undersigned would be entitled
to  vote  at  the  Annual  Meeting  of   Stockholders   ("Annual   Meeting")  of
Jeffersonville  Bancorp  to be held  on  Tuesday,  April  29,1997  at The  First
National  Bank  of  Jeffersonville,   Main  Street,  Jeffersonville,   New  York
commencing  at  3:00  p.m.,  Jeffersonville,  New  York  time,  and  any and all
adjournments  thereof,   including  (without  limiting  the  generality  of  the
foregoing) to vote and act as indicated on the reverse side.
     In their discretion,  the proxies are authorized to vote upon such business
as may properly come before the Annual Meeting.  This Proxy will be voted at the
Annual Meeting or any adjournment  thereof in accordance  with the  instructions
set forth on the reverse,  or in the event no instructions  are set forth,  this
Proxy  will  be  voted  FOR  each  of the  nominees  for  director  and  FOR the
ratification  of the  appointment  of  KPMG  Peat  Marwick  LLP  as  independent
auditors. 1. ELECTION OF DIRECTORS FOR the nominees listed below
  a.  Nominees to serve three-year terms (Except as indicated to the contrary)
        expiring at 2000 Annual Meeting

WITHHOLD AUTHORITY to vote for the nominees listed below.

John W.  Galligan,Solomon  Katzoff,Arthur E. Keesler,Raymond L. Walter,and Earle
A. Wilde instruction: To withhold authority for an individual nominee(s),  write
the name(s) here:

                                                             (Continued,  and to
be completed, dated and signed on the reverse side.)




<PAGE>


2.  Proposal to ratify the  appointment  of the firm of KPMG Peat Marwick LLP as
independent  auditors  of  Jeffersonville  Bancorp  for the fiscal  year  ending
December 31, 1997.

     FOR                           AGAINST                   ABSTAIN

3. In their  discretion,  the  proxies to vote upon such other  business  as may
properly come before the Annual Meeting.

                           IMPORTANT: Please date this
                            proxy and sign exactly as
                            your name appears to the
                           left. If shares are held by
                                                     joint tenants,  both should
                                                     sign.   When   signing   as
                                                     attorney,         executor,
                                                     administrator,  trustee  or
                                                     guardian, please give title
                                                     as such. If a  corporation,
                                                     please    sign    in   full
                                                     corporate name by president
                                                     of  or   other   authorized
                                                     officer.  If a partnership,
                                                     please sign in  partnership
                                                     name by authorized person.

                                                     Date:               , 1997
                                                     Signed:

     Please complete,  sign, date and return promptly this Proxy in the enclosed
stamped, addressed return envelope