UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K/A
         (Mark One)

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

                   For the fiscal year ended December 31, 1996
                                             -----------------

                                       or

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

        For the transition period from _______________ to _______________
 
                         Commission File Number: 0-17286
                                                ----------

                               PRIME BANCORP, INC.
         -------------------------------------------------------------
             (Exact name or registrant as specified in its charter)

          Pennsylvania                                    23-2860688
-------------------------------                        ----------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                      Identification Number)

7111 Valley Green Road, Fort Washington, PA                 19111
-------------------------------------------               ----------
(Address of principal executive offices)                  (Zip Code)

Registrant's telephone number, including area code:  (215) 836-2400
                                                     --------------
  
           Securities registered pursuant to Section 12(b) of the Act:
                                      NONE
           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $1.00 per share
                     ---------------------------------------
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                             Yes   X    No ___
                                  ---

[X]    Indicate by check mark if disclosure of delinquent filers pursuant to
       Item 405 of Regulation S-K is not contained herein, and will not be
       contained, to the best of registrant's knowledge, in definitive proxy
       or information statements incorporated by reference in Part III of this
       Form 10-K or any amendment to this Form 10-K.

       The aggregate market value of the voting stock held by nonaffiliates of
the registrant is approximately $98.5 million.(1)


<PAGE>


[KPMG LOGO]

1600 Market St.
Phila., PA 19103-7212     



INDEPENDENT AUDITORS' REPORT


THE BOARD OF DIRECTORS
PRIME BANCORP, INC.:

We have audited the accompanying consolidated statement of financial condition
of Prime Bancorp, Inc. and subsidiaries as of December 31, 1996, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the year then ended. We have also audited the accompanying consolidated
statement of financial condition of Prime Bancorp, Inc. and subsidiaries as of
December 31, 1995, and the related consolidated statements of operations,
stockholders' equity, and cash flows for each of the years in the two-year
period then ended, prior to their restatement for the 1996 pooling-of-interests
transaction described in Note 2 to the consolidated financial statements. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits. The financial statements of First
Sterling Bancorp, Inc. included in the 1995 and 1994 restated consolidated
financial statements were audited by other auditors whose report dated February
23, 1996, expressed an unqualified opinion on those statements. The report of
the other auditors has been furnished to us, and our opinion, insofar as it
relates to the amounts included for First Sterling Bancorp, Inc., is based
solely on the report of the other auditors.

     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, based on our audits and the report of the other auditors,
the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Prime Bancorp, Inc. and
subsidiaries as of December 31, 1996 and 1995, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1996, in conformity with generally accepted accounting
principles.

     We also audited the combination of the accompanying consolidated statement
of financial condition as of December 31, 1995 and the related consolidated
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 1995 and 1994, after restatement for the 1996
pooling-of-interests; in our opinion, such statements have been properly
combined on the basis described in Note 2 of the notes to the consolidated
financial statements.



KPMG PEAT MARWICK LLP

January 24, 1997

<PAGE>