<PAGE>   1


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

(Mark One)

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

                  For the quarterly period ended March 31, 1999

                                       or

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

For the transition period from                  to

                         Commission File Number 0-26744

                               PATRIOT BANK CORP.

--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

   PENNSYLVANIA                                                    232820537
--------------------------------------------------------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
 incorporation or organization)

High and Hanover Streets, Pottstown, Pennsylvania                  19464-9963
--------------------------------------------------------------------------------
(Address of principal executive offices)                            Zip Code)

                                 (610) 323-1500

--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable

--------------------------------------------------------------------------------

              (Former name, former address and former fiscal year,
                          if changed since last report)

      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.                         |X| Yes |_| No

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

1
<PAGE>   2

       Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 5,628,626 shares of common
stock were outstanding as of May 14, 1999.


2
<PAGE>   3


                       PATRIOT BANK CORP. AND SUBSIDIARIES

                                      INDEX
<TABLE>
<CAPTION>
                                                                                                  Page
PART I  FINANCIAL INFORMATION
<S>         <C>                                                                                  <C>
     Item 1  FINANCIAL STATEMENTS

             Consolidated Balance Sheets at March 31, 1999
             and December 31, 1998

             Consolidated Statements of Income for the Three-Month
             Periods ended March 31, 1999 and 1998

             Consolidated Statements of Stockholders' Equity for the
             Periods ended March 31, 1999 and December 31, 1998

             Consolidated Statements of Cash Flows for the Three-Month Periods
             ended March 31, 1999 and 1998

             Consolidated Statements of Comprehensive Income for the Three-Month Periods
             ended March 31, 1999 and 1998

             Notes to Consolidated Financial Statements

    Item 2   MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF

             OPERATIONS AND FINANCIAL CONDITION

    Item 3   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
</TABLE>

PART II OTHER INFORMATION

    Items 1  through 6

SIGNATURES


3
<PAGE>   4


                       Patriot Bank Corp. and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS
                      (in thousands, except per share data)

<TABLE>
<CAPTION>                                                                                       March 31,      December 31,
---------------------------------------------------------------------------------------------------------------------------
                                                                                                  1999            1998
---------------------------------------------------------------------------------------------------------------------------

                                                                         (unaudited)

<S>                                                                                           <C>              <C>      
ASSETS
Cash and due from banks                                                                       $     4,063      $   1,044
Interest-earning deposits in other financial institutions                                          18,227         29,443
                                                                                              -----------      ---------
   Total cash and cash equivalents                                                                 22,290         30,487
Investment and mortgage-backed securities available for sale                                      436,490        386,380
Investment and mortgage-backed securities held to maturity (market value of
    $21,434 and $29,909 at March 31, 1999
     and December 31, 1998, respectively)                                                          21,276         29,639
Loans held for sale                                                                                   933          5,576
Loans and leases receivable, net of provision for credit loss of $6,164 and $4,087
   at March 31, 1999 and December 31, 1998, respectively                                          555,276        504,993
Premises and equipment, net                                                                        14,810         10,259
Accrued interest receivable                                                                         4,595          4,114
Real estate and other property owned                                                                   63             58
Cash surrender value life insurance                                                                15,068             --
Goodwill                                                                                           13,808          2,267
Other assets                                                                                        7,000          6,988
                                                                                              -----------      ---------
    Total assets                                                                              $ 1,091,609      $ 980,761
                                                                                              ===========      =========

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits                                                                                         $473,237       $377,796
FHLB advances                                                                                     370,197        360,198
Securities sold under repurchase agreements                                                       160,031        170,123
Trust preferred debt securities                                                                    19,000         19,000
Advances from borrowers for taxes and insurance                                                     5,055          4,747
Other liabilities                                                                                   5,965          6,637
                                                                                                ---------      ---------
      Total liabilities                                                                         1,033,485        938,501
                                                                                                ---------      ---------
Preferred stock, $.01 par value, 2,000,000 shares authorized, none
      Issued at March 31, 1999 and December 31, 1998, respectively                                     --             --
Common stock, no par value, 10,000,000 shares authorized, 6,557,618
      and 7,034,927 issued at March 31, 1999 and December 31, 1998, respectively                       --             --
Paid in capital                                                                                    58,015         60,404
Common stock acquired by ESOP, 411,352 and 404,925  shares at amortized cost at
     March 31, 1999 and December 31, 1998, respectively                                           (2,249)        (2,285)
Common stock acquired by MRP, 147,067 and 154,116 shares at amortized
     cost at March 31, 1999 and December 31, 1998, respectively                                     (941)          (971)
Retained earnings                                                                                   5,132          4,220
Treasury stock, 377,000 and 2,122,309 at cost at March 31, 1999
     and December 31, 1998, respectively                                                          (4,240)       (22,963)
Accumulated other comprehensive income                                                              2,407          3,855
                                                                                              -----------      ---------
     Total stockholders' equity                                                                    58,124         42,260
                                                                                              -----------      ---------
     Total liabilities and stockholders' equity                                               $ 1,091,609      $ 980,761
                                                                                              ===========      =========

</TABLE>

The accompanying notes are an integral part of these statements.

4
<PAGE>   5


                       Patriot Bank Corp. and Subsidiaries
                        CONSOLIDATED STATEMENTS OF INCOME
                      (in thousands, except for share data)
<TABLE>
<CAPTION>
                                                                      Three-Month Period Ended
                                                                             March 31,
------------------------------------------------------------------------------------------------

                                                            1999                  1998
------------------------------------------------------------------------------------------------

                                                                           (unaudited)
<S>                                                              <C>                    <C>     
INTEREST INCOME
    Interest-earning deposits                                    $    103               $     50
    Investment and mortgage-backed securities                       7,185                  6,849
    Loans                                                          10,673                  8,220
                                                                 --------               --------
        Total interest income                                      17,961                 15,119
                                                                 --------               --------
INTEREST EXPENSE

    Deposits                                                        4,921                  3,961
    Short-term borrowings                                           3,012                  4,520
    Long -term borrowings                                           4,341                  2,442
                                                                    -----                  -----
         Total interest expense                                    12,274                 10,923
                                                                   ------                 ------
          Net interest income before provision for
               credit losses                                        5,687                  4,196
    Provision for credit losses                                       300                    250
                                                                 --------               --------
          Net interest income after provision for
               credit losses                                        5,387                  3,946
                                                                 --------               --------
NON-INTEREST INCOME

    Service fees, charges and other operating income                  721                    296
    Gain on sale of real estate acquired through
            foreclosure                                                 1                     --
    Gain on sale of investment and mortgage-backed
           securities available for sale                              284                    304
    Mortgage banking gains                                            128                     64
                                                                 --------               --------
           Total non-interest income                                1,134                    664
                                                                 --------               --------
NON-INTEREST EXPENSE

     Salaries and employee benefits                                 2,556                  1,906
     Office occupancy and equipment                                 1,110                    491
     Professional services                                            130                    170
     Federal deposit insurance premiums                                55                     46
     Data processing                                                   37                     31
     Advertising                                                      165                    211
     Deposit processing                                               122                     99
     Goodwill amortization                                            196                     --
     Other operating expense                                          358                    399
                                                                 --------               --------
             Total non-interest expense                             4,729                  3,353
                                                                 --------               --------
              Income before income taxes                            1,792                  1,257
      Income taxes                                                    488                    298
                                                                 --------               --------
             Net income                                           $ 1,304               $    959
                                                                 ========               ========
      Earnings per share - basic                                 $   0.23               $   0.19
                                                                 ========               ========
      Earnings per share - diluted                               $   0.22               $   0.18
                                                                 ========               ========
      Dividends per share                                        $   0.08               $   0.07
                                                                 ========               ========



</TABLE>

The accompanying notes are an integral part of these statements.

5
<PAGE>   6


                       Patriot Bank Corp. and Subsidiaries
                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                            (in thousands, unaudited)

<TABLE>
<CAPTION>

                                                                                                            Accumulated
                                                                                                               Other
                                Number of   Paid-in                              Retained     Treasury     Comprehensive
                                 Shares     Capital       ESOP        MRP        Earnings        Stock         Income        Total
                              ----------------------------------------------------------------------------------------------------
<S>                             <C>      <C>           <C>         <C>          <C>           <C>           <C>           <C>    
BALANCE AT JANUARY 1, 1998       4,811    $ 59,982      $(2,428)    $(1,285)     $ 1,680       $(16,071)     $ 4,655       $46,533
Common stock issued                  2          46                                                   --           --            46
Common stock acquired by
     MRP                            (2)         --           --         (46)          --             --           --           (46)
Treasury stock purchased          (538)         --           --          --           --         (6,892)          --        (6.892)
Stock split 25%                     --          --           --          --           --             --           --            --
Release and amortization
    of MRP                          48         156           --         360           --             --           --           516
Release of ESOP shares              26         220          143          --           --             --           --           363
Change in unrealized gains
    on securities available
    for sale, net of taxes          --          --           --          --           --             --         (800)         (800)
Net income                          --          --           --          --        4,055             --           --         4.055
Cash dividends paid                 --          --           --          --       (1,515)            --           --        (1,515)
                                 -----    --------      -------     -------      -------       --------      -------       -------
BALANCE AT DECEMBER 31, 1998     4,347    $ 60,404      $(2,285)    $  (971)     $ 4,220       $(22,963)     $ 3,855       $42,260
                                 -----    --------      -------     -------      -------       --------      -------       -------
Common stock issued                  5          60                                                   --           --            60
Common stock acquired by
     MRP                            (5)         --           --         (60)          --             --           --           (60)
Treasury stock purchased          (377)         --           --          --           --         (4,808)          --        (4.808)
Treasury stock retired              --     (23,531)          --          --           --         23,531           --            --
Common stock issued for
    business combination         1,640      21,047           --          --           --             --           --        21,047
Amortization of MRP shares          12          --           --          90           --             --           --            90
Amortization of ESOP shares          7          35           36          --           --             --           --            71
Change in unrealized gains
    on securities available
    for sale, net of taxes          --          --           --          --           --             --       (1,448)       (1,448)
Net income                          --          --           --          --        1,304             --           --         1.304
Cash dividends paid                 --          --           --          --         (392)            --           --          (392)
                                 -----    --------      -------     -------      -------       --------      -------       -------
BALANCE AT MARCH 31, 1999        5,629    $ 58,015      $(2,249)    $  (941)     $ 5,132       $ (4,240)     $ 2,407       $58,124
                                 =====    ========      =======     =======      =======       ========      =======       =======

</TABLE>

The accompanying notes are an integral part of these statements.

6
<PAGE>   7


                       Patriot Bank Corp. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (in thousands, unaudited)
                                                                 
                                                                
<TABLE>
<CAPTION>

                                                                                                 Three-Months Period Ended March 31,
                                                                                                 -----------------------------------
                                                                                                      1999           1998
                                                                                                      ----           ----
<S>                                                                                              <C>              <C> 
Operating activities
Net Income                                                                                          $1,304           $959
Adjustments to reconcile net income to net cash provided by operating activities
         Amortization and accretion of
            Deferred loan origination fees                                                               2            (6)
            Premiums and discounts                                                                   (581)           (88)
            MRP shares                                                                                  90             90
            Goodwill                                                                                   196             --
         Provision for credit losses                                                                   300            250
         Release of ESOP shares                                                                         71             95
         Gain on sale of  securities available for sale                                              (284)          (304)
         Loss on sale of real estate owned                                                             (1)             --
         Charge-off real estate owned                                                                   59             --
         Depreciation of premises and equipment                                                        522            201
         Mortgage loans originated for sale                                                        (7,161)        (9,267)
         Mortgage loans sold                                                                        11,804          5,153
         Decrease in deferred income taxes                                                         (2,062)          (683)
         Increase (decrease) in accrued interest receivable                                            254           (15)
         Increase (decrease) in other assets                                                         4,863        (6,322)
         (Decrease) increase in other liabilities                                                    (948)          3,013
                                                                                                     -----          -----
              Net Cash provided (used) by operating activities                                       8,428        (6,924)
                                                                                                     -----        -------
Investing activities
         Loan originations and principal payments on loans, net                                    (1,488)       (17,065)
         Proceeds from the sale of securities - available for sale                                   4,121          5,834
         Proceeds from the maturity of securities - available for sale                              25,633         12,199
         Proceeds from the maturity of securities - held to maturity                                 8,363          5,626
         Purchase of securities - available for sale                                              (41,576)       (19,933)
         Purchase of bank owned life insurance                                                    (14,905)             --
         Proceeds from sale of real estate owned                                                         5             --
         Purchase of premises and equipment                                                          (809)          (238)
         Cash received in business combination                                                      10,077        -------
                                                                                                    ------        -------
            Net cash used in by investing activities                                                (10,579)       (13,577)
                                                                                                    --------       --------

Financing activities
         Net increase in deposits                                                                        941       54,934
         Repayment of short term borrowings                                                          (2,068)    (105,395)
         Repayment of (proceeds) from long term borrowings                                              (25)       71,000
         Increase (decrease) in advances from
            Borrowers for taxes and insurance                                                            306          728
         Cash paid for dividends                                                                       (392)        (355)
         Purchase of Treasury Stock                                                                  (4,808)           --
                                                                                                     -------     --------
Net cash (used) provided by financing activities                                                   (6,046)         20,912
                                                                                                   ---------      -------
Net (decrease) increase in cash and cash equivalents                                               (8,197)            411

Cash and cash equivalents at beginning of year                                                      30,487           9,014
                                                                                                    ------           -----
Cash and cash equivalents at end of year                                                            22,290          $9,425
                                                                                                    ======          ======
Supplemental Disclosures
          Cash paid for interest on deposits                                                        $4,681          $3,954
                                                                                                    ======          ======
          Cash paid for income taxes                                                                  $618             $12
                                                                                                      ====             ===
          Transfers from loans to real estate owned                                                    $60             $17
                                                                                                       ===             ===
</TABLE>

The accompanying notes are an integral part of these statements.

7
<PAGE>   8


                       Patriot Bank Corp. and Subsidiaries
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                            (in thousands, unaudited)
<TABLE>
<CAPTION>
                                                                                            Three-Month Period Ended
-------------------------------------------------------------------------------------------------------------------------
                                                                                                     March 31,
-------------------------------------------------------------------------------------------------------------------------
                                                                                              1999               1998
-------------------------------------------------------------------------------------------------------------------------

<S>                                                                                          <C>                 <C>   
Net income                                                                                   $ 1,304             $  959
Other comprehensive income, net of tax

   Unrealized gains on securities

      Unrealized holding (losses) gains arising during the period                              (1,261)              3,826
      Less: Reclassification adjustment for gains included
               in net income                                                                     (187)              (201)
                                                                                                 -----              -----


Comprehensive (loss) income                                                                  $  (144)             $ 4,584
                                                                                             =========            =======




</TABLE>

8
<PAGE>   9




PATRIOT BANK CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

March 31, 1999

Note 1 - General

       The accompanying financial statements of Patriot Bank Corp. and
Subsidiaries ("Patriot") include the accounts of the parent company, Patriot
Bank Corp. and its wholly-owned subsidiaries, Patriot Bank and Patriot
Investment Company. All material intercompany balances and transactions have
been eliminated in consolidation. These financial statements have been prepared
in accordance with the instructions for Form 10-Q and therefore do not include
certain information or footnotes necessary for the presentation of financial
condition, results of operations, and cash flows in conformity with generally
accepted accounting principles. However, in the opinion of management, the
consolidated financial statements reflect all adjustments (which consist of
normal recurring accruals) necessary for a fair presentation of the results for
the unaudited periods. The results of operations for the three-month period
ended March 31, 1999 are not necessarily indicative of the results which may be
expected for the entire year. The consolidated financial statements should be
read in conjunction with the annual report on Form 10-K for the year ended
December 31, 1998.


9
<PAGE>   10


PATRIOT BANK CORP. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

March 31, 1999

Note 2 - Investment And Mortgage-Backed Securities

The amortized cost and estimated fair value of investment and mortgage-backed
securities are as follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                 March 31, 1999                                   December 31, 1998
----------------------------------------------------------------------------------------------------------------------------------
                                   Amortized   Unrealized   Unrealized    Fair     Amortized   Unrealized  Unrealized      Fair
                                      cost       gain         loss        value       cost        gain        loss         value
----------------------------------------------------------------------------------------------------------------------------------
                                                                                   (in thousands)
<S>                               <C>         <C>          <C>         <C>         <C>         <C>         <C>           <C>      
AVAILABLE FOR SALE:
Investment securities
   U.S. Treasury and
    government agency
    securities                    $  67,388   $      187   $    149    $  67,426   $  40,568   $     176   $      45     $  40,699
    Corporate debt securities        19,694        1,088        100       20,682      19,102       1,705          92        20,715
    FHLMC Preferred Stock            34,961        1,778         --       36,739      34,959       1,831          --        36,790
    FHLB Stock                       19,460           --         --       19,460      18,607          --          --        18,607
    Equity securities                13,456        1,361      1,038       13,779       7,257       1,528         203         8,582


Mortgage-backed
   securities
     FHLMC                            5,537           52         11        5,578       6,122          52          17         6,157
     Fannie Mae                      53,102          106        623       52,585      43,554         171         255        43,470
     GNMA                             6,186          119         --        6,305       7,114          97           5         7,206

Colateralized mortgage
   Obligations
    FHLMC                           118,309        1,577        345      119,541     104,751       1,505          --       106,256
    Fannie Mae                       87,361          464        949       86,876      89,855         668       1,229        89,294
    Other                             7,462           65          8        7,519       8,560          44          --         8,604
                                  ---------     --------   --------     --------   ---------   ---------   ---------     ---------


Total securities available for
sale                              $ 432,916   $    6,797   $  3,223    $ 436,490   $ 380,449   $   7,777   $   1,846     $ 386,380
                                  =========     ========   ========    =========   =========   =========   =========     =========

HELD TO MATURITY:
Investment securities
   U.S. Treasury and
     government agency
     Securities                   $     900   $        4    $    --    $     904   $    900    $       8   $      --     $     908
     Corporate debt securities        1,502           42         --        1,544      1,502           58          --         1,560

Colateralized mortgage
   Obligations
    FHLMC                             1,041            8         --        1,049      1,176           14          --         1,190
    Fannie Mae                        6,251           --          2        6,249      7,509            8          --         7,517
    Other                            11,582          107          1       11,688     18,552          185           3        18,734
                                   --------      -------   --------    ---------   --------    ---------   ---------     ---------

Total securities held to maturity  $ 21,276    $     161   $      3    $ 21,434    $ 29,639    $     273   $       3      $ 29,909
                                   ========    =========   ========    =========   ========    =========   =========     =========
</TABLE>


10
<PAGE>   11



Note 3 - Loans Receivable

    Loans receivable are summarized as follows:
<TABLE>
<CAPTION>

                                                                                  March 31,                       December 31,
------------------------------------------------------------------------------------------------------------------------------
                                                                                    1999                              1998
------------------------------------------------------------------------------------------------------------------------------
                                                                                                 (in thousands)
<S>                                                                               <C>                                <C>     
   Mortgage loan portfolio
      Secured by real estate                                                      $301,721                           $300,232
      Construction                                                                   3,716                              5,267
    Consumer loan portfolio
      Home equity                                                                   72,871                             64,807
      Consumer                                                                      10,695                              4,336
   Comercial loan portfolio
      Commercial                                                                   129,454                             92,367
      Commercial leases                                                             45,106                             44,301
                                                                                 ---------                          ---------
         Total loans receivable                                                    563,563                            511,310
         Less deferred loan origination fees                                       (2,123)                            (2,230)
         Allowance for credit losses                                               (6,164)                            (4,087)
                                                                                 ---------                          ---------

         Total loans receivable, net                                              $555,276                           $504,993
                                                                                 =========                          =========


Note 4 - Deposits

   Deposits are summarized as follows:

                                                                                  March 31,                       December 31,
------------------------------------------------------------------------------------------------------------------------------
Deposit type                                                                        1999                              1998
------------------------------------------------------------------------------------------------------------------------------
                                                                                               (in thousands)

NOW                                                                              $  37,197                           $ 23,961

Money market                                                                        85,350                             74,613

Savings accounts                                                                    43,775                             22,416

Non-interest-bearing demand                                                         23,320                             13,402
                                                                                  --------                           --------

   Total demand, transaction, money
       market and savings deposits                                                 189,642                            134,392

Certificates of deposits                                                           283,595                            243,404
                                                                                  --------                           --------

   Total deposits                                                                $ 473,237                          $ 377,796
                                                                                 =========                          =========

</TABLE>


11
<PAGE>   12





Note 5 - Year 2000 Compliance.

       STATE OF READINESS. Pursuant to its strategic business plan, Patriot has
made significant investments in new technology over the last two years. As a
result of these investments, the primary systems used by Patriot are believed to
be Year 2000 compliant. Management has substantially completed a comprehensive
program to analyze, test and proactively address all of Patriot's systems to
ensure Year 2000 compliance. Management has also substantially completed the
process of evaluating significant customer and vendor relationships as well as
liquidity, given the potential for concern among deposit customers resulting in
decreased deposit balances, to assess risks and make appropriate contingency
plans.

       RISKS. Year 2000 issues result from the inability of many computer
programs or computerized equipment to accurately calculate, store or use data as
the year 2000 approaches. Banking, by its nature, is a very data processing
intensive industry. These potential shortcomings could result in a system
failure or miscalculations causing disruptions of operation, including among
other things, a temporary inability to process transactions, track important
customer information, provide convenient access to this information, or engage
in normal business operations.

       CONTINGENCY PLANS. Patriot believes that the consequences of incomplete
or untimely resolution of its Year 2000 issues do not represent a known material
event or uncertainty that is reasonably likely to affect its future financial
results, or cause its reported financial information not to be necessarily
indicative of future operating results or future financial condition. If
compliance is not achieved in a timely manner by Patriot or any of its
significant related third parties, be it a supplier of services or customer, the
Year 2000 issue could possibly have a material effect on Patriot's operations
and financial position. Contingency plans are also being developed in the event
of any unanticipated interruptions in Patriots' mission critical systems.
Business continuation plans for critical business applications are being
developed. These plans include adequate staffing on site during the Year 2000
date change to quickly repair any errant applications. In addition, in the event
of any problems the Company would follow its current computer outage business
continuation plans until such problems are corrected.

       COST. The cost of the project and the date on which Patriot plans to
complete both Year 2000 modifications and system conversions are based on
management's best estimates, which were derived utilizing numerous assumptions
of future events including the continued availability of certain resources,
third-party modification plans and other factors. However, there can be no
guarantee that these estimates will be achieved and actual results could differ
materially from those plans. Specific factors that might cause such material
differences include, but are not limited to, the availability and cost of
personnel trained in this area, the ability to locate and correct all relevant
computer codes, and similar uncertainties. Management currently estimates the
cost of its Year 2000 plan including performing tests, documenting results and
making modifications where necessary to be approximately $145,000 of which
$82,000 has been expensed prior to March 31, 1999.

       Pursuant to its strategic business plan, Patriot has made significant
investments in new technology over the last two years. As a result of these
investments, the primary systems used by Patriot are currently Year 2000
compliant. Management has initiated a comprehensive program to analyze and
proactively plan for ensuring all of Patriot's systems are year 2000 compliant.
It is currently anticipated that certain secondary systems will require
modification. The cost of these modifications is expected to be minimal.

Note 6 - Accounting for Derivative Instruments and Hedging Activities

       In June 1998, the FASB issued SFAS No. 133 "Accounting for Derivative
Instruments and Hedging Activities." This statement establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, (collectively referred to as
derivatives) and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. The accounting for changes
in the fair value of a derivative depends on the intended use of the derivative
and the resulting designation. If certain conditions are met, a derivative may
be specifically designated as (a) a hedge of certain exposure to changes in the
fair value of a recognized asset or liability or an unrecognized firm
commitment; (b) a hedge of the exposure to variable cash flows of a forecasted
transaction; or (c) a hedge of foreign currency exposure. This statement is
effective for all fiscal quarters of fiscal years beginning after December 15,
1999. Earlier adoption is permitted. Patriot has not yet determined the impact,
if any, of this statement, including if applicable, its provisions for the
potential reclassifications of certain investment securities, on earnings,
financial condition or equity.

Note 7 - Accounting for Mortgage-backed Securities Retained after the
Securitization of Mortgage Mortgage Loans Held 

12

<PAGE>   13


for Sale by a Mortgage Banking Enterprise

       In October 1998, the FASB issued Statement No. 134, "Accounting for
Mortgage-backed Securities Retained after the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking Enterprise." This statement requires that
after the securitizaion of a mortgage loan held for sale, an entity engaged in
mortgage banking activities classify any retained mortgage-backed securities
based on the ability and intent to sell or hold those investments, except that a
mortgage banking enterprise must classify as trading any retained
mortgage-backed securities that it commits to sell before or during the
securitization process. This statement is effective for the first fiscal quarter
beginning after December 15, 1999, with earlier adoption permitted. This
statement provides a one-time opportunity for an enterprise to reclassify, based
on the ability and intent on the date of adoption of this statement,
mortgage-backed securities and other beneficial interest retained after
securitization of mortgage loans held for sale from the trading category, except
for those with commitments in place. Patriot has not yet determined the impact,
if any, of this statement, including if applicable, its provisions for the
potential reclassifications of certain investment securities, on earnings,
financial condition or equity.

Note 9 - Business Combinations

       On January 22, 1999, the Company consummated its acquisition of First
Lehigh Corporation (First Lehigh), the holding company of First Lehigh Bank. At
the time of the merger First Lehigh Bank was a commercial bank with $104,475,000
in total assets, $93,905,000 in total deposits, and five branches in Lehigh and
Carbon counties of Pennsylvania. Patriot issued 1,640,000 shares of common stock
for all of the outstanding common and preferred stock of First Lehigh. The
transaction had a total value of $21,047,000. The acquisition was accounted for
as a purchase, and accordingly the results of operations of First Lehigh will be
included in Patriot;s consolidated statement of income from the date of
acquisition. The transaction added $6,712,000 of goodwill and $4,508,000 of core
deposit intangibles to Patriot's balance sheet which will be amortized on an
accelerated basis over a period of 15-20 years.


13
<PAGE>   14


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

       In addition to historical information, this discussion and analysis of
Patriot Bank Corp. and Subsidiaries (Patriot) contains forward-looking
statements. The forward-looking statements contained herin are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those projected in the forward-looking statements. Important
factors that might cause such a difference include, but are not limited to those
discussed in the "Management's Discussion and Analysis of Financial Condition
and Results of Operations". Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's analysis only as of
the date hereof. Patriot undertakes no obligation to publicly revise or update
these forward-looking statements to reflect events or circumstances that arise
after the date hereof.

       GENERAL. Patriot reported diluted earnings per share of $.22 and net
income of $1,304,000 for the three-month period ended March 31, 1999. This
represents an increase of 22% over diluted earnings per share of $.18 and net
income of $959,000 for the three month period ended March 31, 1998. Return on
average equity was 9.44%, for the three-month period ended March 31, 1999
compared to 8.29%, for the three-month period ended March 31, 1998.

       NET INTEREST INCOME. Net interest income for the three-month period ended
March 31, 1999 was $5,687,000 compared to $4,196,000 for the same period in
1998. This increase is primarily due to an increase in average balances
associated with the acquisitions of Keystone Financial Leasing Company
(Keystone) and First Lehigh Corporation (First Lehigh) and as Patriot has
continued to grow its assets to more fully utilize its capital. Patriot's net
interest margin (net interest income as a percentage of average interest-earning
assets) was 2.32% for the three-month period ended March 31, 1999 compared to
2.02% for the same period in 1998. The increase in margin is primarily due to
the acquisitions and the growth of Patriot's commercial loan portfolio.

       Interest on loans and leases was $10,673,000 for the three-month period
ended March 31, 1999 compared to $8,220,000 for the same period in 1998. The
average balance of loans was $541,505,000 with an average yield of 7.93% for the
three-month period ended March 31, 1999 compared to an average balance of
$430,235,000 with an average yield of 7.67% for the same period in 1998. The
increase in average balance is due to the acquisitions of Keystone and First
Lehigh and as Patriot continues to have strong originations of commercial loans.
The increase in average yield is primarily a result of a greater volume of
higher yielding commerical loans and leases from both acquisitions coupled with
Patriot's increased originations of its own commercial loan.

       Interest on Patriot's investment portfolio (investment and
mortgage-backed securities) was $7,185,000 for the three-month period ended
March 31, 1999 compared to $6,849,000 for the same period in 1998. The average
balance of the investment portfolio was $453,395,000 with an average yield of
6.60% for the three-month period ended March 31, 1999 compared to an average
balance of $399,140,000 with an average yield of 7.01% for the same period in
1998. The increase in average balance was primarily due to investments acquired
from First Lehigh. The decrease in average yield is related to decreases in
yields in the market.

       Interest on total deposits was $4,921,000 for the three-month period
ended March 31, 1999 compared to $3,961,000 for the same period in 1998. The
average balance of total deposits was $442,156,000 with an average cost of 4.51%
for the three-month period ended March 31, 1999 compared to an average balance
of $320,326,000 with an average cost of 5.01% for the same period in 1998. The
increase in average balance is primarily the result of $93,905,000 of new
deposits from the acquisition of First Lehigh coupled with aggressive marketing
of money market and other transaction-based deposit accounts, and an increase in
Patriot's jumbo deposit program. The decrease in average yield was the result of
a higher percentage of lower costing core deposits due to the addition of
approximately $50,000,000 in core deposits from the First Lehigh acquistion
coupled with general decreases in interest rates.

       Interest on borrowings was $7,353,000 for the three-month period ended
March 31, 1999 compared to $6,962,000 for the same period in 1998. The average
balance of borrowings was $549,858,000 with an average cost of 5.42% for the
three-month period ended March 31, 1999 compared to an average balance of
$476,282,000 with a cost of 5.92% for the same period in 1998. The increase in
average balance was due to the use of borrowings to fund the growth in the
balance sheet particularly for the funding of the purchase Keystone Leasing
Company. The decrease in the cost of borrowings was the result of a general
decrease in interest rates.

       PROVISION FOR CREDIT LOSSES. The provision for credit losses was $300,000
for the three-month period ended March 31, 1999 compared to $250,000 for the
same period in 1998. The increase in the provision is a reflection of the growth
of Patriot's loan portfolio and the origination of more commercial loans and
leases offset somewhat by Patriot's asset quality and low level of delinquencies
and low level of non-performing assets. At March 31, 1999 Patriot's
non-performing assets were .16% of total assets and all loans 30 days or more
delinquent were .69% of total loans.


14

<PAGE>   15


       NON-INTEREST INCOME. Total non-interest income was $1,134,000 for the
three-month period ended March 31,1999 compared to $664,000 for the same period
in 1998. The increase in other non-interest incomewas primarily due to an
increased emphasis on recurring non-interest income including loan and deposit
fees, ATM fees, mortgage banking gains, and income from bank owned life
insurance.

       NON-INTEREST EXPENSE. Total non-interest expense was $4,729,000 for the
three-month period ended March 31, 1999 compared to $3,353,000 for the same
period in 1998. The increase in non-interest expense was the result of increased
salary and employee benefit costs and occupancy and equipment costs, both
related to the acquisition of Keystone and First Lehigh and Patriot's expanded
operations.

       INCOME TAX PROVISION. The income tax provision was $488,000 for the
three-month period ended March 31, 1999 compared to $298,000 for the same period
in 1998. The effective tax rate was 27.23% for 1999 compared to 23.71% for 1998.
The increase is a result of the amortization of non-deductable goodwill offset
somewhat by the purchase of certain tax exempt investments.

FINANCIAL CONDITION

       LOAN AND LEASE PORTFOLIO. Patriot's primary portfolio loan products are
commercial loans, small ticket commercial leases, fixed-rate and adjustable-rate
mortgage loans and home equity loans and lines of credit. Patriot also offers
residential construction loans and other consumer loans. At March 31, 1999
Patriot's total loan portfolio was $555,276,000, compared to a total loan
portfolio of $504,993,000 at December 31, 1998. The increase in the loan
portfolio was primarily result of the loan portfolio acquired from First Lehigh
coupled with aggressive marketing of commercial loans. During the three-month
period ended March 31, 1999, Patriot originated total loans and leases of
$53,663,000, compared to total loans and leases originated of $46,370,000 for
the same period in 1998. Commercial loan and lease originations for the
three-month period ended March 31, 1999 were $27,073,000 compared to $11,442,000
for the same period in 1998.

       CASH AND CASH EQUIVALENTS. Cash and cash equivalents at March 31, 1999
were $22,290,000 compared to $30,487,000 at December 31, 1998. The decrease in
cash balances is associated with timing differences in borrowing activity and
investment prepayments.

       INVESTMENT AND MORTGAGE-BACKED SECURITIES. Investment securities consist
primarily of U.S. agency securities, mortgage-backed securities which are
generally insured or guaranteed by either FHLMC, FNMA or the GNMA and
collateralized mortgage obligations.

       Total investment and mortgage-backed securities at March 31, 1999 were
$457,766,000 compared to $416,019,000 at December 31, 1998. The increase in
investment and mortgage-backed securities was primarily due to investvents
acquired from First Lehigh Corp..

       OTHER ASSETS. Premises and equipment at March 31, 1999 was $14,810,000
compared to $10,259,000 at December 31, 1998. The increase in premises and
equipment is primarily associated with the First Lehigh acquisition. Accrued
interest receivable at March 31, 1999 was $4,595,000 compared to $4,114,000 at
December 31, 1998. The increase is consistent with the growth in the loan and
investment portfolios. Real estate owned at March 31, 1999 was $63,000 compared
to $58,000 at December 31, 1998. During the three-month period ended March 31,
1999 Patriot purchased a bank owned life insurance policy with a cash surrender
value at March 31, 1999 of $15,068,000. Goodwill at March 31, 1999 was
$13,808,000 compared to $2,267,000 at December 31, 1998. The increase in
goodwill is associated with the First Lehigh acquisition. Other assets at March
31, 1999 were $7,000,000 compared to $6,988,000 at December 31, 1998.

       DEPOSITS. Deposits are primarily attracted from within Patriot's market
area through the offering of various deposit instruments, including NOW
accounts, money market accounts, savings accounts, certificates of deposit and
retirement savings plans. Patriot also attracts jumbo certificates of deposit.

       Total deposits at March 31, 1999 were $473,237,000 compared to
$377,796,000 at December 31, 1998. The increase in balance is primarily
attributed to the acquisition of First Lehigh which added $93,905,000 of
deposits

       BORROWINGS. Patriot utilizes borrowings as a source of funds for its
asset growth and its asset/liability management. Patriot is eligible to obtain
advances from the FHLB upon the security of the FHLB common stock it owns and
certain of its residential mortgages and mortgage-backed securities, provided
certain standards related to creditworthiness have been met. Patriot may also
utilize repurchase agreements to meet its liquidity needs. FHLB advances are
made pursuant to several different credit programs, each of which has its own
interest rate and range of maturities. The maximum amount that the FHLB will
advance to member institutions fluctuates from time to time in accordance with
the policies of the FHLB. Total borrowings at March 31, 1999 were $549,228,000
compared to $549,321,000 at December 31, 1998.

       STOCKHOLDERS' EQUITY. Total stockholders' equity was $58,124,000 at March
31, 1999 compared to $42,260,000 at 


15

<PAGE>   16


December 31, 1998. The increase in balance is primarily due to stock issued in
the acquisition of First Lehigh Corp. offset by the purchase of treasury stock.


16

<PAGE>   17




       LIQUIDITY AND CAPITAL RESOURCES

       Liquidity. Patriot's primary sources of funds are deposits, principal and
interest payments on loans, principal and interest payments on investment and
mortgage-backed securities, FHLB advances and repurchase agreements. While
maturities and scheduled amortization of loans and investment and
mortgage-backed securities are predictable sources of funds, deposit inflows and
loan and mortgage-backed security prepayments are greatly influenced by economic
conditions, general interest rates and competition. Therefore, Patriot manages
its balance sheet to provide adequate liquidity based upon various economic,
interest rate and competitive assumptions and in light of profitability
measures.

       During the three-month period ended March 31, 1999, significant liquidity
was provided by maturities and sales of investment and mortgage-backed
securities and the acquisition of First Lehigh. The funds provided by these
activities were invested in new loans, investment and mortgage-backed
securities, the repayment of borrowings and the purchase of trasury stock.

              At March 31, 1999, Patriot had outstanding loan commitments of
$41,674,000. Patriot anticipates that it will have sufficient funds available to
meet its loan origination commitments. Certificates of deposit which are
scheduled to mature in one year or less from March 31, 1999 totaled
$200,822,000. Based upon historical experience, Patriot expects that
substantially all of the maturing certificates of deposit will be retained at
maturity. See "Year 2000 Compliance" for a discussion regarding the possible
impact of Year 2000 issues on Patriot's liquidity.

              Capital Resources. FDIC regulations currently require companies to
maintain a minimum leverage capital ratio of not less than 3% of tier 1 capital
to total adjusted assets and not less than 4% of risk-adjusted assets, and a
minimum risk-based capital ratio (based upon credit risk) of not less than 8%.
The FDIC requires a minimum leverage capital requirement of 3% for institutions
rated composite 1 under the CAMEL rating system. For all other institutions, the
minimum leverage capital requirement is 3% plus at least an additional 1% to 2%,
(100 to 200) basis points. At December 31, 1998, Patriot Bank's and Patriot Bank
Corp.'s capital ratios exceeded all requirements to be considered well
capitalized. The following table sets forth the capital ratios of Patriot Bank
Corp., Patriot Bank and the current regulatory requirements at March 31, 1999:

<TABLE>
<CAPTION>
                                                                                        To Be                      To Be

                                                       Actual                  Adequacy Capitalized           Well Capitalized
                                                    --------------             --------------------        -----------------------
                                                    Amount   Ratio             Amount         Ratio        Amount            Ratio
                                                    ------   -----             ------         -----        ------            -----
                                                                               As of  March 31, 1999
<S>                                               <C>            <C>           <C>               <C>        <C>               <C>

       Total  capital (to risk weighted assets)

        Patriot Bank Corp.                        $ 67,785       12.07%        $44,946           8%         $56,183           10%

        Patriot                                     55,734       10.91%         30,006           8%          37,508           10%



        Tier I capital (to risk-weighted assets)

        Patriot Bank Corp.                          56,021        9.97%         22,473           4%          33,710            6%

        Patriot                                     48,964        9.58%         20,442           4%          30,663            6%



         Tier I capital (to average assets)

        Patriot Bank Corp.                          56,021        5.37%         41,753           4%          52,189            5%

        Patriot                                     48,964        5.67%         34,521           4%          43,152            5%

</TABLE>

17

<PAGE>   18


       MANAGEMENT OF INTEREST RATE RISK

       The principal objective of Patriot's interest rate risk management
function is to evaluate the interest rate risk included in certain on and off
balance sheet accounts, determine the level of risk appropriate given Patriot's
business focus, operating environment, capital and liquidity requirements and
performance objectives, and manage the risk consistent with Board approved
guidelines. Through such management, Patriot seeks to reduce the vulnerability
of its net interest income to changes in interest rates. Patriot monitors its
interest rate risk as such risk relates to its operating strategies. Patriot's
Board of Directors has established an Asset/Liability Committee comprised of
senior management, which is responsible for reviewing its asset/liability and
interest rate position and making decisions involving asset/liability
considerations. The Asset/Liability Committee meets regularly and reports trends
and Patriot's interest rate risk position to the Board of Directors.

       The matching of assets and liabilities may be analyzed by examining the
extent to which such assets and liabilities are "interest rate sensitive" and by
monitoring an institution's interest rate sensitivity "gap." An asset or
liability is said to be interest rate sensitive within a specific time period if
it will mature or reprice within that time period. The interest rate sensitivity
gap is defined as the difference between the amount of interest-earning assets
maturing or repricing within a specific time period and the amount of
interest-bearing liabilities maturing or repricing within that time period. A
gap is considered positive when the amount of interest rate sensitive assets
exceeds the amount of interest rate sensitive liabilities. A gap is considered
negative when the amount of interest rate sensitive liabilities exceeds the
amount of interest rate sensitive assets. During a period of rising interest
rates, therefore, a negative gap theoretically would tend to adversely affect
net interest income, while a positive gap would tend to result in an increase in
net interest income. Conversely, during a period of falling interest rates, a
negative gap position would theoretically tend to result in an increase in net
interest income while a positive gap would tend to affect net interest income
adversely.

       Patriot pursues several actions designed to control its level of interest
rate risk. These actions include increasing the percentage of the loan portfolio
consisting of short-term and adjustable-rate loans through increased
originations of these loans, acquiring short-term and adjustable-rate
mortgage-backed securities, and undertaking to lengthen the maturities of
deposits and borrowings. At March 31, 1999, Patriot's total interest-bearing
liabilities maturing or repricing within one year exceeded its total net
interest-earning assets maturing or repricing in the same time period by
$82,415,000 representing a one-year cumulative "gap," as defined above, as a
percentage of total assets of negative 7.55%.


18

<PAGE>   19




       The following table sets forth the amounts of interest-earning assets and
interest-bearing liabilities outstanding at March 31, 1999, which are
anticipated, based upon certain assumptions, to reprice or mature in each of the
future time periods shown. Except as stated below, the amount of assets and
liabilities shown which reprice or mature during a particular period were
determined in accordance with the earlier of term to repricing or the
contractual maturity of the asset or liability. The table sets forth an
approximation of the projected repricing of assets and liabilities at March 31,
1999, on the basis of contractual maturities, anticipated prepayments, and
scheduled rate adjustments within a Nine-Month period and subsequent selected
time intervals. The loan amounts in the table reflect principal balances
expected to be repaid and/or repriced as a result of contractual amortization
and anticipated prepayments of adjustable-rate loans and fixed-rate loans, and
as a result of contractual rate adjustments on adjustable-rate loans.


<TABLE>
<CAPTION>
                                                                            At March 31, 1999
                                                                            -----------------        
                                                  3 Months    3 Months to  6 Months to  1 Year to 3 Years to More than

                                                   or Less     6 Months     1 Year      3 Years    5 Years    5 Years      Total
                                                   -------     --------     ------      --------   --------   -------      -----
                                                                              (In thousands)
<S>                                                <C>        <C>         <C>         <C>         <C>         <C>         <C>      
INTEREST EARNING ASSETS(1):

Interest earning deposits                          $ 18,227   $      --   $      --   $      --   $      --   $     --    $  18,227
Investment and mortgage-backed securities,          106,140      34,392      45,489      80,452      70,983    120,310      457,766
net (2)(5)

Loans receivable, net(3)(5)                          80,524      40,745      77,209     100,397     155,378    101,956      556,209
                                                     ------      ------    --------     -------     -------    -------      -------

Total interest-earning assets                       204,891      75,137     122,698     180,849     226,361    222,266    1.032,202

Non-interest-earning assets                           --          --          --          --          --        59,407       59,407
                                                    -------      ------    --------     -------     -------    -------    ---------

Total assets                                        204,891      75,137     122,698     180,849     226,361    281,673    1,091,609
                                                    -------      ------    --------     -------     -------    -------    ---------

INTEREST-BEARING LIABILITIES:

Money market and passbook savings accounts(6)        11,309      11,309      22,619      42,734       6,134     35,019      129,124
Demand and NOW accounts (6)                           1,513       1,513       3,026       6,052      12,103     36,310       60,517
Certificates of deposit                              48,091      42,788     109,943      55,328      20,719      6,727      283,596
Borrowings                                          233,030          --          --      52,000     173,760     90,438      549,228
                                                    -------      ------    --------    --------     -------   --------    ---------

Total interest-bearing liabilities                  293,943      55,610     135,588     156,114     212,716    168,494    1,022,465

Non-interest-bearing liabilities                                                                                11,020       11,020
Equity                                                --          --          --          --          --        58,124       58,124
                                                   --------     -------   ---------    --------     -------     ------       ------

Total liabilities and equity                        293,943      55,610     135,588     156,114     212,716    237,638    1,091,609
                                                    -------      ------   ---------     -------     -------    -------    ---------

Interest sensitivity gap(4)                       $(89,052)     $19,527   $(12,890)   $  24,735   $  13,645    $44,035    $      --
                                                  =========     =======   =========   =========   =========    =======    =========

Cumulative interest sensitivity gap               $(89,052)   $(69,525)   $(82,415)   $(57,680)   $(44,035)       $--
                                                  =========   =========   =========   =========   =========       ===

Cumulative interest sensitivity gap as a
percent of total assets                             (8.16)%     (6.37)%     (7.55)%    (5.28)%      (4.03)%       --%

Cumulative interest-earning assets as a percent
of cumulative interest-bearing liabilities           69.70%      80.11%      83.01%     91.01%       94.84%    100.95%
</TABLE>


19
<PAGE>   20




       (1)    Interest-earning assets are included in the period in which the
              balances are expected to be repaid and/or repriced as a result of
              anticipated prepayments, scheduled rate adjustments, and
              contractual maturities.

       (2)    Includes investment and mortgage-backed securities available for
              sale and held to maturity.

       (3)    For purposes of the gap analysis, loans receivable includes
              non-performing loans and is reduced for the allowance for possible
              loan losses, and unamortized discounts and deferred loan fees.

       (4)    Interest sensitivity gap represents the difference between total
              interest-earning assets and total interest-bearing liabilities.

       (5)    Annual prepayment rates for loans and mortgage-backed securities
              range from 12% to 36%.

       (6)    Money market and savings accounts, and NOW accounts are assumed to
              have decay rates between 4% and 40% annually and have been
              estimated based upon a historic analysis of core deposit trends.

       In addition to gap analysis, Patriot utilizes income simulation modeling
in measuring its interest rate risk and managing its interest rate sensitivity.
Income simulation considers not only the impact of changing market interest
rates on forecasted net interest income, but also other factors such as yield
curve relationships, the volume and mix of assets and liabilities, customer
preferences and general market conditions.


20

<PAGE>   21


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

       The disscusion concerning the effects of interest rate changes on the
Company's estimated net interest income for the year ending December 31, 1998
set forth in "Managements Discussion an Analysis of Financial and Results of
Operations -- Management of Interest Rate Risk" in Item 2 herof, is incorporated
herein by reference.


21

<PAGE>   22



PART II  OTHER INFORMATION

         Item 1   LEGAL PROCEEDINGS

                  There are various claims and lawsuits in which Patriot
                  is periodically involved incidental to the Patriot's
                  business, which in the aggregate involve amounts which
                  are believed by management to be immaterial to the
                  financial condition, equity, and results of operations
                  of the Company.

         Item 2   CHANGES IN SECURITIES

                  Not applicable.

         Item 3   DEFAULTS UPON SENIOR SECURITIES

                  Not applicable.

         Item 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  Not applicable.

         Item 5   OTHER INFORMATION

                  Not applicable.

         Item 6   EXHIBITS AND REPORTS ON FORM 8-K.

                  (a) The Following exhibits are filed as part of this report.

                  Exhibit 27 Financial Data Schedule
                             (filed herewith)

                  (b) Reports filed on Form 8K
                            Report on Form 8-K dated January 22, 1998
                            contained financial statements related to the
                            acquistion of Keystone Financial Leasing Company. 
                               
-----------------------
* Incorporated herein by reference into this document from the exhibits to Form
S-1, Registration Statement, filed on September 1, 1995 as amended Registration
No. 33-96530.


22

<PAGE>   23


                                   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.

                                              PATRIOT BANK CORP.
                                              ------------------
                                                 (Registrant)

Date       May 14, 1999
     ------------------
                                                   Joseph W. Major
                                        President and Chief Executive Officer

Date       May 14, 1999
     ------------------ 
                                                   Richard A. Elko
                                            Executive Vice President and
                                               Chief Financial Officer


23