FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549-1004

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                                                                  
For the quarter ended March 31, 1998  

Commission file number:  33-66014


                     FNB Financial Corporation                    
       (Exact name of registrant as specified in its charter)

Commonwealth of Pennsylvania                  23-2466821      
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)               Identification No.)


  101 Lincoln Way West, McConnellsburg, PA               17233   
  (Address of principal executive offices)         (Zip code)


Registrant's telephone number, including area code:   717/485-3123 

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 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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

             Class              Outstanding at March 31, 1998
(Common stock, $0.63 par value)   400,000


















































                            FNB FINANCIAL CORPORATION

                                      INDEX

                                                               Page
PART I  -  FINANCIAL INFORMATION

    Condensed consolidated balance sheets - 
      March 31, 1998 and December 31, 1997                 5

    Condensed consolidated statements of income -     
      Three months ended March 31, 1998 and 1997           6

      Condensed consolidated statements of comprehensive
        income                                       -
        Three months ended March 31, 1998 and 1997           7

    Condensed consolidated statements of cash flows -
      Three months ended March 31, 1998 and 1997           8

    Notes to condensed consolidated financial
      statements                                          9-11

    Table #1 - Schedule of held to maturity and
      available for sale investment activity for the
      period January 1, 1998 through March 31, 1998        12

    Table #2 - Schedule of gross unrealized gains and
      unrealized losses within the held to maturity and
      available for sale investment portfolios by 
      investment type                                      13

    Management's discussion and analysis of financial
      condition and results of operations                14-17   



PART II  -  OTHER INFORMATION                               18

    Signatures                                             20






















                         PART I - FINANCIAL INFORMATION




































            FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<S>                                          <C>            <C>
                                              March 31,     December 31,
                                                1998           1997
ASSETS:                                      (unaudited)    (audited*)

Cash and Due from banks                      $ 2,945,207    $ 3,491,312
Interest-bearing deposits with banks             504,767      6,050,546
Marketable Debt Securities
       Held-to-maturity (Market value - 1998
       $2,473,400 and 1997: $2,988,188)        2,462,147      2,975,841
       Available-for-sale                     27,710,204     26,204,829
Marketable Equity Securities
   Available for Sale                            178,580        133,580
Federal Reserve, Atlantic Central Banker's Bank
   and Federal Home Loan Bank Stock              389,600        389,600
Federal Funds Sold                             4,633,000      2,931,000
Loans, net of unearned discount &
       Allowance for loan losses              58,731,962     59,124,012
Bank buildings, equipment, furniture &
       fixtures, net                           3,291,660      3,295,474
Accrued interest receivable                      640,496        610,240
Deferred income tax charges                          0              0  
Other real estate owned                          411,136        428,488
Intangible Assets                                190,131        194,222
Other assets                                   2,258,373        191,091

    Total Assets                            $104,347,263   $106,020,235
                                              ==========     ==========
LIABILITIES :

Deposits:
   Demand deposits                           $ 9,762,767    $ 9,988,174
   Savings deposits                           24,301,023     26,713,986
   Time certificates                          57,268,660     56,293,701
   Other time deposits                           473,885        263,829
      Total deposits                         $91,806,335    $93,259,690
Accrued interest payable & other liabilities     805,740        738,197
Liability for other borrowed funds               172,138        460,719
Deferred income taxes                             51,064         67,880
Accrued dividends payable                         68,000        104,000

    Total Liabilities                        $92,903,277    $94,630,486

STOCKHOLDERS' EQUITY:

Capital stock, Common, par value $0.63; 
   6,000,000 shares authorized; 400,000
   outstanding                               $   252,000    $   252,000
Additional paid-in capital                     1,789,833      1,789,833
Retained earnings                              9,250,793      9,163,913
Net unrealized gain/(loss) on Available-for-sale
   securities, net of tax effects                151,360        184,003

    Total Stockholders' Equity               $11,443,986    $11,389,749

    Total Liabilities & Stockholders' Equity$104,347,263   $106,020,235
                                              ==========     ==========
</TABLE>
*Condensed from audited financial statements.

The accompanying notes are an integral part of these condensed
financial statements.

     FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY

            CONDENSED CONSOLIDATED STATEMENTS OF INCOME

            Three Months Ended March 31, 1998 and 1997
                            (UNAUDITED)
<TABLE>
<S>                                              <C>         <C>
                                                     1998      
1997
                    
Interest & Dividend Income

Interest & fees on loans                         $1,323,777 
$1,270,780
       Interest on investment securities:
              U.S. Treasury Securities                3,494     
11,069
              Obligations of other U.S.
                  Government Agencies               326,713    
369,951
              Obligations of State & Political
                  Subdivisions                      126,656    
106,739
       Interest on deposits with banks               25,288      
3,887
       Dividends on Equity Securities                 8,139      
7,441
       Interest on federal funds sold                49,800     
18,762
              Total Interest & Dividend Income    1,863,867  
1,788,629

Interest Expense

       Interest on deposits                         982,733    
927,263
       Interest on Other Borrowed Money               2,870       
 559
              Total interest expense                985,603    
927,822   
              Net interest income                   878,264    
860,807
       Provision for loan losses                    101,114      
9,000
              Net interest income after 
              Provision for loan losses             777,150    
851,807

Other income

       Service charges on deposit accounts           20,218     
14,728
       Other service charges, collection &
              exchange charges, commissions
              and fees                               49,886     
46,089
       Other income                                  15,085     
10,085
       Net Securities gains/(losses)                  1,573       
 0   
              Total other income                     86,762     
70,902

Other expenses                                      660,091    
655,760
       Income before income taxes                   203,821    
266,949
       Applicable income taxes                       48,942     
48,807
  Net income                                       $154,879   
$218,142
                                                    =======    
=======
Earnings per share of Common Stock:
       Net income per share                           $0.39      
$0.55

Cash dividend declared per share                      $0.17      
$0.17

Weighted average number of shares outstanding       400,000    
400,000
</TABLE>

The accompanying notes are an integral part of these condensed 
financial statements.




     FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY

     CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

            Three Months Ended March 31, 1998 and 1997
                            (UNAUDITED)
<TABLE>
<S>                                              <C>         <C>
                                                     1998      
1997

Net income                                       $154,879   
$218,142
Other Comprehensive income, net of tax 
    Unrealized holding gains/(losses) for period  (32,643)  
(105,126)  
Comprehensive Income                             $122,236   
$113,016   
                                                  =======    
=======
</TABLE>

The accompanying notes are an integral part of these condensed 
financial statements.





































          FNB FINANCIAL CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARY
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 Three Months Ended March 31, 1998 and 1997
<TABLE>
<S>                                               <C>              <C>
                                 (UNAUDITED)
                                                      1998            1997
Cash flows from operating activities:
      Net income                                  $  154,879       $  218,171
      Adjustments to reconcile net income
       to net cash provided by operating
       activities:                             
            Depreciation & amortization               65,409           68,364
            Provision for loan losses                101,114            9,000
            Net (gain)/loss on sales of
              investments                             (1,573)             0 
 
            (Increase) decrease in accrued
                   interest receivable               (30,256)        
(45,561)
             Loss on Disposal of Other Real Estate     2,000              0
             Increase in Cash Value of Life Insurance (3,983)             0
             Increase (decrease) in accrued
                   interest payable and
                   other liabilities                  67,543           63,758
             Other (net)                             (81,971)        
(33,076)
Net cash provided (used)by operating
      activities                                     273,162          280,656
Cash flows from investing activities:
     Net (increase) decrease in interest-
            bearing deposits with banks            5,545,779          
15,124 
     Purchases of Held-to-maturity
            securities                                   0                0 
 
     Purchases of Available-for-sale
            securities                            (4,591,794)             0 
 
     Proceeds from sales of Available-for-
            sale securities                              0                0  
     Proceeds from maturities of Held-to-
            maturity securities                      513,694          388,058
     Proceeds from maturities of Available-
            for-sale securities                    3,038,533        1,393,072
     Purchases of marketable equity securities       (45,000)             0 
 
     Net (increase) decrease in loans                290,936        
(983,783)
     Proceeds from sale of Other real
            estate owned                              19,025            8,075
     Purchases of bank premises &
            equipment (net)                          (57,504)        
(25,011)
     Purchase of Life Insurance                   (1,985,000)              0
 
     Purchase of other bank stock                        0            
(5,900)
Net cash provided (used) by investing 
            activities                             2,728,669         
789,635 
Cash flows from financing activities:
     Net increase (decrease) in deposits          (1,453,355)      
2,246,399 
     Net increase (decrease) in Other borrowings    (288,581)             0
     Cash dividends paid                            (104,000)       
(100,000) 
Net cash provided (used) by financing
     activities                                   (1,845,936)       2,146,399
Net increase (decrease) in cash & cash
     equivalents                                   1,155,895       
3,216,690 
Cash & cash equivalents, beginning balance         6,422,312        3,712,315
Cash & cash equivalents, ending balance           $7,578,207       $6,929,005
                                                   =========        =========
Supplemental disclosure of cash flows information
     Cash paid during the year for:
           Interest                               $  898,184       $  867,978
           Income taxes                                  0                0  
Supplemental schedule of noncash investing &
      financing activities
      Unrealized gain (loss) on Available-for-sale         
           securities, net of income tax effect      (32,643)       
(105,126)
      Accrued dividends payable                       68,000           68,000

</TABLE> 
The accompanying notes are an integral part of these condensed 
financial statements.



                 FNB FINANCIAL CORPORATION
    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                     MARCH 31, 1998
                         (UNAUDITED)

NOTE 1 - BASIS OF PRESENTATION

     The financial information presented at and for the three
     months ended March 31, 1998 and March 31, 1997 is
     unaudited.  Information presented at December 31, 1997, is
     condensed from audited year-end financial statements.
     However, this unaudited information reflects all adjustments,
     consisting solely of normal recurring adjustments, that are,
     in the opinion of management, necessary for a fair
     presentation of the financial position, results of operations
     and cash flows for the interim period.

NOTE 2 - PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of
     the corporation and its wholly-owned subsidiary, The First
     National Bank of McConnellsburg.  All significant
     intercompany transactions and accounts have been
     eliminated.    

NOTE 3 - CASH FLOWS

     For purposes of the statements of cash flows, the corporation
     has defined cash and cash equivalents as those amounts
     included in the balance sheet captions "cash and due from
     banks" and "federal funds sold".  As permitted by Statement
     of Financial Accounting Standards No. 104, the corporation
     has elected to present the net increase or decrease in
     deposits in banks, loans and time deposits in the statement
     of cash flows.

NOTE 4 - FEDERAL INCOME TAXES

     For financial reporting purposes the provision for loan
     losses charged to operating expense is based on management's
     judgement, whereas for federal income tax purposes, the
     amount allowable under present tax law is deducted. 
     Additionally, certain expenses are charged to operating
     expense in the period the liability is incurred for financial
     reporting purposes, whereas for federal income tax purposes,
     these expenses are deducted when paid.  As a result of these
     timing differences, deferred taxes were computed after
     reducing pre-tax accounting income for nontaxable municipal
     and loan income.

NOTE 5 - INVESTMENTS

     The activity within the held to maturity and available for
     sale portfolios for the period January 1, 1998, through
     March 31, 1998, is summarized in Table #1 on page 12.  No
     sales were conducted from securities contained within the held
     to maturity portfolio.

     The amortized cost and estimated market values of investments
     by investment type and classification as available for sale or
     held to maturity along with each portfolio's gross unrealized
     gain or gross unrealized loss are contained in Table #2 on
     page 13.

     Management has purchased for the portfolio mortgage-backed
     securities.  The large portion of these securities have a
     variable rate coupon and all have scheduled principal
     payments.  During periods of rising interest rates, payments
     from variable rate mortgage-backed securities may accelerate
     as prepayments of underlying mortgages occur as home-owners
     refinance to a fixed rate while during periods of declining
     interest rates, prepayments on high fixed rate mortgage-backed
     securities may accelerate as home owners refinance to lower
     rate mortgages. These prepayments cause yields on mortgage-
     backed securities to fluctuate as larger payments of principal
     necessitate the acceleration of premium amortization or
     discount accretion.  Due to the low dollar amount of mortgage-
     backed securities in relation to the total portfolio,
     management feels that interest rate risk and prepayment risks
     associated with mortgage-backed securities will not have a
     material impact on the financial condition of the Bank.

     In regard to Collateralized Mortgage Obligations (CMOs), the
     Bank presently has none of these types of investments in its
     portfolio.

NOTE 6 - ALLOWANCE FOR LOAN LOSSES AND NONACCRUAL LOANS

     Activity in the allowance for loan losses is summarized as
     follows:
<TABLE>
<S>                                          <C>       <C>
                                                1998       1997    
                                             
     Allowance for loan losses beginning of the year   $425,813   
$405,612
     Loans charged-off during the year:
          Real estate mortgages                        0          
253
          Installment loans                         10,856      
1,100
          Commercial & all other                    88,237      
3,313
               Total charge-offs                    99,093      
4,666
     Recoveries of loans previously charged-off:
          Real estate mortgages                        0          
0
          Installment loans                          1,047      
2,197
          Commercial & all other                       330        
341
               Total recoveries                      1,377      
2,538
     Net loans charged-off (recovered)              97,716      
2,128 
     Provision for loan losses charged to operations    101,114   
   9,000
     Allowance for loan losses, March 31               $429,211   
$412,484
                                             ========  ========
</TABLE>
     
The following table shows the principal balance of nonaccrual loans
as of March 31, 1998:
<TABLE>
<S>                                                 <C>     
Nonaccrual loans                                    $ 224,567.69
                                                      ==========
Interest income that would have been
   accrued at original contract rates                $ 5,131.92 
Amount recognized as interest income                     973.86 
   Foregone revenue                                  $ 4,158.06 
                                                       =========   
</TABLE>
      

NOTE 7 - OTHER COMMITMENTS

     In the normal course of business, the bank makes various
     commitments and incurs certain contingent liabilities which
     are not reflected in the accompanying financial statements. 
     These commitments include various guarantees and commitments
     to extend credit.  The bank does not anticipate any losses
     as a result of these transactions.



































                             TABLE #1
        SCHEDULE OF HELD TO MATURITY AND AVAILABLE FOR SALE
                     DEBT SECURITY PORTFOLIOS
                        TRANSACTION SUMMARY
       FOR THE PERIOD JANUARY 1, 1998 THROUGH MARCH 31, 1998
<TABLE>
<S>                        <C>           <C>          <C>
                            HELD TO        AVAILABLE      TOTAL
                            MATURITY       FOR SALE    INVESTMENT
                            PORTFOLIO      PORTFOLIO    PORTFOLIO

BEGINNING BALANCE 1/1/98   $2,975,841    $25,969,217  $28,945,058

PURCHASES                           0      4,591,794    4,591,794

NET LOSSES/GAINS                    0         (1,573)      (1,573)

MATURITIES/CALLS PAYDOWNS/
PREMIUM AMORTIZATION/DISCOUNT
ACCRETION                     513,694      3,038,533    3,552,227

ENDING BALANCE 3/31/98     $2,462,147    $27,524,051  $29,986,198
                            =========     ==========   ==========
</TABLE>







































                                    TABLE #2
               SCHEDULE OF UNREALIZED GAINS AND UNREALIZED LOSSES
               WITHIN THE HELD TO MATURITY AND AVAILABLE FOR SALE
                    INVESTMENT PORTFOLIOS BY INVESTMENT TYPE
                                 MARCH 31, 1998
<TABLE>
<S>                        <C>        <C>            <C>         <C>      <C>   
     <C>             <C>         <C>       
                             HELD TO    HELD TO     HELD TO    HELD TO     
AVAILABLE   AVAILABLE   AVAILABLE   AVAILABLE
                             MATURITY   MATURITY    MATURITY   MATURITY     FOR
SALE    FOR SALE    FOR SALE    FOR SALE
                              BOOK      MARKET     UNREALIZED UNREALIZED    
BOOK       MARKET     UNREALIZED  UNREALIZED
SECURITY PORTFOLIO            VALUE      VALUE         GAIN       LOSS      
VALUE       VALUE         GAIN        LOSS   

U.S. GOVERNMENT TREASURIES         0          0           0           0     
199,106     200,156        1,050            0

U.S. GOVERNMENT TREASURIES         0          0           0           0         
  0           0            0            0 

U.S. GOVERNMENT AGENCIES           0          0           0           0   
7,694,157   7,760,662       66,505            0

U.S. GOVERNMENT AGENCIES           0          0           0           0   
6,392,611   6,350,136            0      (42,475)

SBA GUARANTEED LOAN POOL 
CERTIFICATES                 856,986    860,625        3,639          0   
2,446,288   2,491,141       44,853            0

SBA GUARANTEED LOAN POOL
CERTIFICATES                 500,027    495,660           0       (4,367)   
107,893     107,198            0         (695)

MORTGAGE-BACKED SECURITIES         0          0           0           0     
910,887     933,782       22,895            0

MORTGAGE-BACKED SECURITIES         0          0           0           0      
16,454      16,312            0         (142)

SECURITIES ISSUED BY STATES
& POLITICAL SUBDIVISIONS IN
THE U.S.                   1,105,133  1,117,115      11,982           0   
8,065,504   8,179,260      113,756            0 

SECURITIES ISSUED BY STATES
& POLITICAL SUBDIVISIONS IN
THE U.S.                           0          0           0           0   
1,691,151   1,671,557            0      (19,594)

MARKETABLE EQUITY SECURITIES       0          0           0           0     
135,400     178,580       43,180            0

FEDERAL RESERVE BANK STOCK,
ATLANTIC CENTRAL BANKERS BANK
STOCK AND FEDERAL HOME LOAN
BANK STOCK                         0          0           0           0     
389,600     389,600            0            0

GRAND TOTALS               2,462,146  2,473,400       15,621      (4,367)
28,049,051  28,278,384      292,239      (62,906)
                           =========  =========       ======      ====== 
==========  ==========      =======      =======
</TABLE>
CLASSIFICATION OF HELD TO MATURITY AND AVAILABLE FOR SALE
SECURITIES

Due to the implementation of FAS 115, management has segregated
securities as Held to Maturity, Available for Sale or Trading
securities.  At the implementation of FAS 115 on January 1, 1994,
management determined that no securities were Trading securities;
that tax-free municipal with maturity dates less than the year 2000
were classified as Held to maturity securities due to management's
intention to hold these securities for tax planning purposes; and
that all other securities were classified as Available for Sale
securities due to management's intention to hold these securities
for liquidity planning purposes.  Purchases of tax-free municipals
with maturities of 5 years or less made following implementation of
FAS 115 are classified as Held to Maturity securities with all
other purchase Available for Sale; however, management may decide
on a case-by-case basis that a security may be either classified as
Held to Maturity or Available for Sale depending upon the reasons
for purchase.  Held to Maturity classifications are typically used
for securities purchased specifically for interest rate management
or tax-planning purposes while Available for Sale classifications
are typically used for liquidity planning purposes.         



                  FNB FINANCIAL CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                  AND RESULTS OF OPERATIONS

Net income for the first three months of 1998 was $154,879,
compared to $218,142 for the first three months of 1997 and
$228,903 for the same period in 1996.  This represents a decrease
of $63,263 or 29% from 1997 and a decrease of $74,024 or 32.3% from
1996.  Net income on an adjusted per share basis for the first
three months of 1998 was $0.39 a decrease of $.16 from the $0.55
per share for 1997, and a decrease of $0.18 from the $0.57 per
share for the three months ended March 31, 1996.  This decrease
from the prior years is a direct result of an unanticipated
commercial loan  charge-off which resulted in the need to increase
the allowance for loan losses.

Total interest and dividend income for the first three months of
1998 was $1,863,867 compared to $1,788,629 for the first three
months of 1997, an increase of $75,238, and compared to $1,684,535
for the three months ended March 31, 1996, representing an increase
of $179,332.  This increase is a result of both a general increase
in the balance of earning assets and slightly higher yields on
investments in the Bank's security portfolio and on adjustable rate
loans which have repriced to higher interest rates.  Since March
31, 1997, net loans have increased $1,497,250 or 2,62% while the
book value of investment debt securities has decreased $1,530,294
or 4.86% and federal funds sold have increased $1,379,000 or
42.38%.  This increase in loans, the Bank's highest yielding
interest-earning asset, and subsequent net increase in the lower
yielding assets of investments and federal funds sold have
increased the Bank's interest income for the first three months of
1998.  

During the last quarter of 1997 and the first quarter of 1998,
interest rates on loans and on investments have decreased.  During
the first quarter, some investment securities with call features
were called by the issuer resulting in the loss of higher interest
earning assets.  At the same time, some residential mortgage
customers refinanced their mortgage loans to lower interest rates
at our institution and at other institution's which resulted in a
general decline in the yield on both investment securities and
loans since the fourth quarter of 1997.  Management has decreased
deposit rates but not at the same pace as that of earning assets. 
Combined with the aforementioned increase in loans and increase in
investments and federal funds sold, net interest income has
increased, however, the bank's net interest margin during the first
quarter of 1998 has decreased due to the higher cost of time
deposits.  Management anticipates the decrease in interest rates on
loans and investments and the decrease of deposit rates to lower
levels will result in the slight decrease of the interest margin
during the next few earning periods. 

Interest expense for the three months ended March 31, 1998, was
$985,603, an increase of $57,781 from the $927,822 for the same
period in 1997, and, an increase of $49,627 from the $935,976
incurred for the same period in 1996.  This increase is due to an
increase in the cost and balances of time certificates of deposit. 
Total deposit volume decreased $1,453,355 or 1,56% since December
31, 1997.  Savings accounts decreased $2,412,963 or 9.03% due to
temporary Money Market account deposits at year end which were
anticipated to move during the first quarter of 1998.  Time
certificates increased $974,959.  The decrease in the lower cost
interest-bearing savings deposits and increase in time deposits
contributed to the increase in interest expense when compared to
1997.

The tax-adjusted net interest margin has decreased 6 basis points
to 4.02% for the first three months of 1998 from that of the first
three months of 1997 which was 4.08%.  This decrease occurred due
to a larger increase in the cost of interest-bearing liabilities
than that of earning assets.  The tax-equivalent yield on earning
assets for the first three months of 1998 increased .02% to 8.17%
from 8.15% for the same period in 1997 while the cost of
interest-bearing liabilities increased .09% to 4.84% from 4.75%
for the same
period in 1997.  Management anticipates to concentrate on the
improvement of net interest margin throughout the year.  Recent
decreases in interest rates on adjustable rate loans and securities
will be offset by maturing higher cost time deposits repriced to
lower yielding deposits and a general decrease in the cost of
savings account balances.  During the next quarter, securities
which have call features will most likely be called resulting in a
decrease in yield on the investment portfolio.  This combined with
continued refinancings by mortgage home owners to lower interest
rates will squeeze the net interest margin and may result in a
decrease in such.  Through the decrease of deposit rates,
management anticipates keeping the decrease of the net interest
margin to a minimum.

Total noninterest income for the first three months of 1998
increased $15,860 due to a $5,500 increase in service charges on
deposit accounts, a $5,000 increase in other income as a result of
a $4,420 increase in the cash value of life insurance, and a $3,800
increase in other service charges and fees.  Operating expenses for
the period ended March 31, 1998, were $660,091, a $4,331 increase
from the operating expenses incurred for the same period in 1997 of
$655,760.  

The company's income tax provision for the first three months of
1998 was $48,942 as compared to $48,807 for the first three months
of 1997.  The Company continues to operate with a marginal tax rate
of 34%, during the first quarter of 1998.  The effective income tax
rate for the first three months of 1998 was 24.01% a 5.73% increase
compared to 18.28% for the first three months of 1997, and an
increase of 5.34% from the effective tax rate for the first three
months of 1996 of 18.67%.

Total assets as of March 31, 1998, were $104,347,263, a decrease of
$1,672,972 over the period ending December 31, 1997, representing
a decrease of 1.58%.  This decrease in total assets was anticipated
as there were large temporary deposits at the Bank on December 31,
1997 in Money Market account balances which were expected to leave
the Bank shortly after the beginning of the 1998 year.  This in
fact did occur and total deposits decreased $1,453,355 or 1.56%. 
The decrease in deposits was the result of decreased Money Market
account balances which are included under the savings account
caption.  Totals savings accounts decreased $2,412,963 to
$24,301,023 from $26,713,986 at December 31, 1997.  This decrease
was a direct result of the movement of the temporary deposits as
discussed previously.  Time deposits increased $974,959 to
$57,268,660 from $56,293,701 at December 31, 1997, a 1.73%
increase.   Net loans as of March 31, 1998, were $58,731,962
compared to $59,124,012 as of December 31, 1997.  The allowance for
loan losses at the end of the three months was $429,211 compared to
$425,813 at year end 1997 and is considered adequate, in
management's judgement, to absorb possible losses on existing
loans.  The provision for loan losses for the first three months of
1998 was $101,114 compared to $9,000 for the first three months of
1997 and $7,500 for the same period in 1996.  This dramatic
increase was a direct result of one large commercial loan
charge-off which necessitated the increase of the allowance for
loan
losses and was the reason for earnings decreasing from the 1997 and
1996 levels.  Other assets increased $2,067,282 from December 31,
1997.  This increase is due to cash value of life insurance
policies in the amount of $1,985,000 purchased by the Bank on the
lives of key executives and directors on which the Bank is the
primary beneficiary and the executive's/director's designees
secondary beneficiaries, subject to vesting schedules based upon
the director's/executive's years of service to the organization. 
The purpose of these policies is to provide the Bank with the
financial ability to recruit new management and directors in the
event of a director's/executive's untimely death and to reward
directors and executives for their commitment to the organization
following retirement.

Total deposits were $91,806,335 as of March 31, 1998, compared to
$93,259,690 on December 31, 1997.  This represents a decrease of
$1,453,355 or 1.56% which reflects the activity as discussed
previously.

Total equity as of March 31, 1998, was $11,443,986, 10.97% of total
assets, as compared to $11,389,749, 10.74% of total assets as of
December 31, 1997.  This slight increase in equity reflects
earnings for the first quarter of 1997 offset by a decrease in
market value of marketable securities which has resulted in a net
unrealized gain on available for sale securities, net of tax
effects of $151,360, a $32,643 decrease from the December 31, 1997
net unrealized gain on available for sale securities, net of tax
effects of $184,003.  

The Corporation has risk-based capital ratios exceeding regulatory
requirements.  Risk-based capital guidelines require a minimum
ratio of 8.0%.  At March 31, 1998, the risk-based capital ratio of
the Corporation was 18.87% while at December 31, 1997, the
risk-based capital ratio was 18.79%.  The following table presents
the
risk-based capital ratios for the Corporation:

<TABLE>
<S>                                          <C>          <C>
                                           March 31,    Regulatory
                                             1998        Minimum

Leverage Ratio                               10.65%       3.00%
Risk-based capital ratios:
    Tier I (core capital)                    18.17%       4.00%
    Total Capital
    (Tier I and Tier II Capital)             18.87%       8.00%
</TABLE>


















































                    PART II - OTHER INFORMATION
















































                    PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

          None

Item 2 - Changes in Securities

          None

Item 3 - Defaults Upon Senior Securities

          Not Applicable

Item 4 - Submission of Matters to a Vote of Security Holders

          None

Item 5 - Other Information

          None

Item 6 - Exhibits and Reports on Form 8-K

          a.  Exhibits - None

          b.  Reports on Form 8-K  - None




























                            SIGNATURES

Pursuant to the requirements 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.




                              /s/John C. Duffey             
                              (John C. Duffey, President           
                               and Director of the Company and
                               President/CEO of the Bank)
                              (Duly Authorized Officer)



Date May 12, 1998             /s/Daniel E. Waltz           
                              (Daniel E. Waltz, Treasurer
                               and Director of the Company and
                               Senior Vice President/CFO of
                               the Bank)
                              (Principal Financial &               
                               Accounting Officer)