FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

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


For the quarter ended March 31, 2000
Commission file number:  33-850626


                    FULTON BANCSHARES CORPORATION
       (Exact name of registrant as specified in its charter)

 Commonwealth of Pennsylvania                       25-1598464
(State or other jurisdiction of                  (I.R.S. Employer
 incorporation or organization)                  Identification No.)

100 Lincoln Way East
McConnellsburg, Pennsylvania                          17233
(Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including
 area code:                                      (717) 485-3144


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 April 27, 2000
(Common stock, .625 par value)                   495,000
















Page 1 of 14 pages









FULTON BANCSHARES CORPORATION

INDEX




                                                                Page

PART I - FINANCIAL INFORMATION

    Condensed consolidated balance sheets - March 31, 2000
      and December 31, 1999  3
    Condensed consolidated statements of income - three months
      ended March 31, 2000 and 1999    4
    Condensed consolidated statements of comprehensive income -
      three months ended March 31, 2000 and 1999 5
    Condensed consolidated statements of cash flows - three
      months ended March 31, 2000 and 1999  6
    Notes to condensed consolidated financial statements   7 and 8

    Management's discussion and analysis of financial
      condition and results of operations   9 - 12

PART II - OTHER INFORMATION  13

    Signatures     14

    Exhibits



















Page 2 of 14 page























PART I - FINANCIAL INFORMATION

FULTON BANCSHARES CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


                                             March 31,     December 31,
                                              2000             1999  *
    ASSETS                                (Unaudited)
                                                 (000 Omitted)

Cash and due from banks $   3,316 $   4,582
Federal funds sold 275  0
Available-for-sale securities     23,411    23,567
Federal Reserve, Atlantic Central Bankers Bank,
  Federal Home Loan Bank, at cost which
  approximates market   870  870
Loans, net of allowance for loan losses     94,761    90,995
Bank building, equipment, furniture &
 fixtures, net     3,664     3,710
Other real estate owned 229  230
Accrued interest/dividends receivable  877  731
Cash surrender value of life insurance 3,062     3,028
Other assets        825       765
         Total assets   $ 131,290 $ 128,478

LIABILITIES
Deposits:
         Noninterest-bearing deposits  $  13,137 $  12,354
         Interest-bearing deposits:
              Savings deposits    29,313    29,913
              Time deposits     62,727    61,044
                   Total deposits 105,177   103,311
Accrued interest payable     484  421
Other borrowed money    12,000    11,475
Other liabilities        604       518
              Total liabilities     118,265   115,725

STOCKHOLDERS' EQUITY
    Capital stock, common, par value - $ 0.625;
     4,000,000 shares authorized; 495,000
     shares issued and outstanding, at March 31,
     2000 and December 31, 1999   309  309
    Surplus        2,051     2,051
    Retained earnings   11,319    11,076
    Net unrealized gains/(losses) available-
     for-sale securities     (      654)    (      683)
              Total stockholders' equity       13,025    12,753

              Total liabilities and
               stockholders' equity    $ 131,290 $ 128,478

*  Condensed from audited financial statements

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

Page 3 of 14 pages

FULTON BANCSHARES CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
                                                  2000         1999
                                                  (000 Omitted)
Interest & Dividend Income
    Interest & fees on loans $   1,979 $   1,752
    Interest & dividends on investment
     securities:
         U.S. Government securities    232  227
         Obligations of state & political
          subdivisions  51   75
    Interest on federal funds sold     2    0
    Other interest & dividend income          91        83
              Total interest & dividend income       2,355     2,137
Interest Expense
    Interest on deposits     1,018     931
    Interest on federal funds purchased      0   3
    Interest on other borrowed money         147       113
              Total interest expense       1,165     1,047

              Net interest income before
               provision for loan losses    1,190     1,090
Provision for loan losses           15        85

Net interest income after provision
 for loan losses       1,175     1,005

Other Income
    Service charges on deposit accounts     37   36
    Other fee income    26   35
    Other noninterest income 44   132
    Securities gains (losses)              0             2
              Total other income        107       205
Other Expense
    Salaries and employee benefits     399  337
    Fixed asset expenses (including
     depreciation) 181  150
    FDIC insurance premiums  5    3
    Other noninterest expenses          265       267
              Total other expenses           850       757

              Net income before income taxes     432  453
Applicable income taxes       100        81
              Net income     $     332 $     372
Weighted average number of shares
 outstanding  495,000   495,000

Net income per share    $     .67 $     .75
Cash dividends declared per share $     .18 .17

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

Page 4 of 14 pages

FULTON BANCSHARES CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
THREE MONTHS ENDED MARCH 31, 2000 AND 1999
(UNAUDITED)
                                                   2000         1999
                                                      (000 Omitted)
Net income         $ 332     $ 372

Unrealized gain (loss) on investments available for
  sale, net of tax    29     (   74)

Comprehensive income    $ 361     $ 298








































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

Page 5 of 14 pages

FULTON BANCSHARES, CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended March 31, 2000 and 1999
(UNAUDITED)
                                                   2000        1999
                                                   (000 Omitted)
Cash flows from operating activities:
    Net income     $   332   $   372
    Adjustments to reconcile net income to net
      cash provided by operating activities:
         Depreciation and amortization 93   71
         Provision for loan losses     15   85
         Other - Net    (    108) (      64)
Net cash provided by operating activities       332        464

Cash flows from investing activities:
    Purchase of investment securities -
     Available-for-sale 0    (     690)
    Net (increase) in federal funds sold    (    275) 0
    Purchase of Federal Home Loan Bank Stock     0    (     193)
    Sales of available-for-sale securities  0    1,843
    Maturities of available-for-sale securities  202  2,053
    Net (increase) in loans  (  3,781)      (   3,577)
    Proceeds of director's life insurance   0    360
    Purchases of & deposits on bank premises
     and equipment - net     (     46) (     294)
Net cash (used) by investing activities     (  3,900) (     498)

Cash flows from financing activities:
    Net increase (decrease) in deposits     1,866     (   3,076)
    Dividends paid (     89) (      84)
    Net increase (decrease)in federal funds
      Borrowed     0    (   2,100)
    Net increase (decrease) in other
      borrowed money                 525      4,750
Net cash provided (used) by financing
 activities     2,302   (     510)

Net (decrease) in cash and cash equivalents (  1,266) (     544)

Cash and cash equivalents, beginning balance       4,582     3,301

Cash and cash equivalents, ending balance   $ 3,316   $ 2,757

Supplemental disclosure of cash flows information:
    Cash paid during the period for:
         Interest  $ 1,102   $   892
         Income taxes   0    0

Supplemental schedule of noncash investing
 and financing activities:
    Change in net unrealized gain on investments
     available for sale (net of deferred taxes)  29   (      74)

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

Page 6 of 14 pages

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED)

Review of Interim Financial Statements

The condensed consolidated financial statements as of and for
the three months ended March 31, 2000 and 1999 have been
reviewed by independent certified public accountants.  Their
report on the review is attached as Exhibit 99 to the 10-Q
filing.

Note 1.  Basis of Presentation

The financial information presented at and for the three
months ended March 31, 2000 and 1999 is unaudited.
Information presented at December 31, 1999 is condensed from
audited year-end financial statements.  However, 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 subsidiaries, Fulton
County National Bank & Trust Company and the Fulton County
Community Development Corporation.  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 statements
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
judgment, 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 income taxes are provided in the
financial statements.  Federal income taxes were computed
after reducing pretax accounting income for nontaxable
municipal and loan income.

Page 7 of 14 pages

Note 5.  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 and the bank does not anticipate any losses
as a result of these transactions.

Note 6.  Earnings Per Share of Common Stock

Earnings per share of common stock were computed based on an
average of 495,000 shares for the quarters ended March 31,
2000 and 1999.

Note 7.  Investment Securities

The carrying amounts of investment securities and their
approximate fair values at March 31, 2000 were as follows:

                              Gross      Gross
                   Amortized Unrealized Unrealized    Fair
                     Cost      Gains     (Losses)     Value

         Debt securities available for sale:

         FNMA/FHLMC non-
          cumulative
          preferred
          stocks   $  5,239,344     $      0     ($  427,329)   $  4,812,015
         State & municipal
          securities    4,096,586 33,729    (   182,111)   3,948,204
         U.S. Government
          agencies 10,251,087     0    (   273,089)   9,977,998
    Mortgage-backed
     securities      4,683,134        1,270 (   142,897)      4,541,507
         Equity
          securities         132,000          0           0          132,000
              $ 24,402,151   $ 34,999  ($ 1,025,426)  $ 23,411,724

    There were no securities categorized "Held-to-maturity" or
    "Trading" at March 31, 2000.

Note 8.  Comprehensive Income

Statement of Financial Accounting Standards (SFAS) No. 130,
"Reporting of Comprehensive Income", became effective for
fiscal years and interim reporting periods beginning after
December 15, 1997.

Comprehensive income is defined as the change in equity from
transactions and other events from nonowner sources.  It
includes all changes in equity except those resulting from
investments by owners and distributions to owners.

Consequently, a "Statement of Comprehensive Income" has been
included in this filing.
Page 8 of 14 pages

FULTON BANCSHARES CORPORATION

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

OVERVIEW

    Net after tax income for the first quarter of 2000 was
$ 332,000 compared to $ 372,000 for the same period in 1999,
representing a decrease of $ 40,000, or 10.8%.  Net income on an
adjusted per share basis for the first three months of 2000 was
$ .67, a decrease of $ .08 from the $ .75 per share realized during
the quarter ended March 31, 1999.

INTEREST INCOME

    Interest income for the first quarter of 2000 was $ 2,355,000
compared with $ 2,137,000 as of March 31, 1999, for an increase of
$ 218,000, or 10.2%.  The increase was due primarily to a higher
average balance of loans, which typically produce higher yields
than investments, in 2000 compared with the same period in 1999.
Management expects average rates earned for the rest of 2000 to be
higher than the previous year since interest rates have increased.

INTEREST EXPENSE

    Interest expense for the quarter ended March 31, 2000 was
$ 1,165,000, an increase of $ 118,000, or 11.3% over the
$ 1,047,000 incurred for the same period in 1999.  The increase was
due primarily to higher average balances of borrowed monies, which
were used to fund loan growth.  Management expects interest expense
to be higher for the rest of 2000 because borrowed monies or more
costly time deposits most likely will be used to fund the loan
growth.

NET INTEREST MARGIN

    The net interest margin for the first quarter of 2000 was
4.00% compared to 4.01% for the first quarter of 1999.  Management
plans to protect its net interest margin by competitively pricing
its loans and deposits and by structuring interest-earning assets
and liabilities so they can be repriced in response to changes in
market interest rates.

NONINTEREST INCOME

    Noninterest income for the first three months of 2000 and the
same period in 1999 was $ 107,000 and $ 205,000, respectively.
Service charges on deposit accounts increased 2.8% over the same
period in 1999.  Other fee income decreased 25.7% because of
decreases in fiduciary fees and other miscellaneous fee income.
Other noninterest income decreased $ 88,000, or 66.7%, primarily
due to director life insurance benefit income of $ 91,000 reported
during the first quarter of 1999.


Page 9 of 14 pages

NONINTEREST EXPENSES

    Noninterest expenses for the first quarter of 2000 were
$ 850,000, an increase of $ 93,000, or 12.3%, from the $ 757,000
reported for the same period of 1999.  Salaries and employee-
related expenses were up 18.4% over the first quarter of 1999
primarily due to the addition of two branch offices during July,
1999 and November, 1999.  Fixed asset expenses were up 20.7%
primarily due to increased equipment and building maintenance costs
and depreciation for the additional branch offices.  Other
noninterest expenses were controlled at $ 270,000 for the first
quarters of both 2000 and 1999.

INCOME TAXES

    The income tax provision for the first quarter of 2000 was
$ 100,000 compared to $ 81,000 for the same period in 1999.  The
increase was due primarily to a 32% decrease in tax-exempt interest
on obligations of state and political subdivisions, and the receipt
of nontaxable director life insurance benefits in 1999.

PROVISION FOR LOAN LOSSES

    A $ 15,000 provision for loan losses was made for the first
three months of 2000 compared with $ 85,000 for the same period in
1999.  The provisions were based on management's evaluation
of the reserve for possible loan losses at March 31, 2000 and 1999.

    A summary of the allowance for loan losses is as follows:

ANALYSIS OF ALLOWANCE FOR LOAN LOSSES
(In 000's)

                               March 31, 2000        March 31, 1999
Allowance for loan losses
    Beginning of period $ 800     $ 580

    Loans charged-off during the period:
         Real estate loans   0    0
         Installment loans   8    9
         Commercial and all other loans         1        10
         Total charge-offs           9    19

    Recoveries of loans previously
     charged-off:
         Real estate loans   0    0
         Installment loans   2    1
         Commercial and all other
        loans         1     7
         Total recoveries        3         8
Net loans (charged-off) recovered (    6)   (    11)
Provision for loan losses charged to
 operations      15        85
Allowance for loan losses - end of
 period  $ 809     $ 654

Page 10 of 14 pages

         The following shows the summary of nonperforming loans.
NONPERFORMING LOANS
(In 000's)
                    March 31, 2000             December 31, 1999

           Past Due 90 Days              Past Due 90 Days
           or More and Still             or More and Still
              Accruing       Nonaccruing      Accruing
Nonaccruing
Real estate
 loans   $ 163     $ 0  $ 168     $ 0
Installment
 loans   35   0    0    0
Commercial and
 all other
 loans       2       0      0       0
   Total
    loans     $ 200     $ 0  $ 168     $ 0

ASSETS

    Total assets on March 31, 2000 were $ 131,290,000, compared
with $ 128,478,000, on December 31, 1999 for an increase of 2.2%.
Management intends to contain growth and concentrate on maintaining
adequate profit margins.  Net loans on March 31, 2000 stood at
$ 94,761,000, an increase of 4.1% from $ 90,995,000 on December 31,
1999.  The loan loss reserve at the end of the first quarter of
2000 was $ 809,000 compared with $ 800,000 at year-end 1999 and is
considered adequate, in management's judgment, to absorb possible
loan losses on existing loans.

LIABILITIES

    Total deposits increased 1.8% to $ 105,177,000 as of March 31,
2000 compared with $ 103,311,000 at December 31, 1999.
Noninterest-bearing demand deposits increased 6.3% and certificates
of deposit increased 2.7% while interest-bearing savings deposits
decreased 2.0%.

CAPITAL

    Total equity as of March 31, 2000 was $ 13,025,000
representing 9.9% of total assets, an increase of $ 272,000 from
the $ 12,753,000 reported on December 31, 1999.  Accumulated
earnings for the first three months of 2000 were partially offset
by a $ 29,000 decrease in net unrealized holding losses (net of
deferred tax) and dividends declared and paid of $ 89,100.

REGULATORY CAPITAL

    The company maintains capital ratios that are well above the
minimum total capital levels required by federal regulatory
authorities, including risk-based capital guidelines.  A comparison
of Fulton Bancshares Corporation's capital ratios to regulatory
minimum requirements at March 31, 2000 is as follows:

Page 11 of 14 pages

                              Fulton Bancshares  Regulatory Minimum
                                 Corporation         Requirements
Leverage ratio     10.5%     4.0%
Risk based capital ratios:
    Tier I (core capital)    14.3%     4.0%
    Combined tier I and tier
     II (core capital plus
     allowance for loan losses)   15.2%     8.0%

    The following table highlights the changes in the balance
sheet.  Since quarter-end balances can be distorted by one-day
fluctuations, an analysis of changes in the quarterly averages is
provided to show balance sheet trends.

BALANCE SHEET ANALYSIS
(In 000's)
                                Balance Sheets Condensed Average
                                 First Quarter      First Quarter
                                     2000              1999
    ASSETS

Federal funds sold $     137 $       0
Securities available for sale     23,328    27,782
Other investments  870  685
Loans       93,586    83,313
    Total interest-earning assets 117,921   111,780
Cash and due from banks 3,491     2,648
Bank premises and equipment  3,686     2,724
All other assets   4,323     4,142
Allowance for loan losses    (      803)    (      604)
    Total assets   $ 128,618 $ 120,690

           LIABILITIES

Interest-bearing deposits in domestic
 offices $  92,135 $  86,386
Federal funds purchased 4    237
Other short-term borrowings         11,052     10,292
    Total interest-bearing liabilities 103,191   96,915

Noninterest-bearing deposits 12,284    10,572
All other liabilities          416           743
    Total liabilities   115,891   108,230

         STOCKHOLDERS' EQUITY

Common stockholders' equity  13,429    12,371
Net unrealized holding losses, net
 of tax        (      702)           89
    Total stockholders' equity       12,727    12,460

    Total liabilities and stockholders'
      equity  $ 128,618 $ 120,690



Page 12 of 14 pages

















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


























Page 13 of 14 pages

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/
                   Clyde H. Bookheimer,
                   President and Chief
Executive                    Officer




Date                         /s/
Doriann Hoffman, Vice
President (Principal
Financial     Officer)



























Page 14 of 14 pages

EXHIBIT 99


INDEPENDENT ACCOUNTANT'S REPORT


Board of Directors
Fulton Bancshares Corporation and Subsidiaries
McConnellsburg, Pennsylvania


    We have reviewed the accompanying consolidated statement of
financial condition of Fulton Bancshares Corporation and Subsidiaries
as of March 31, 2000 and the related consolidated statement of changes
in stockholders' equity for the three months ended March 31, 2000 and
the consolidated statements of income, comprehensive income, and cash
flows for the three months ended March 31, 2000 and 1999.  These
financial statements are the responsibility of the corporation's
management.

    We conducted our reviews in accordance with standards
established by the American Institute of Certified Public Accountants.
A review of interim financial information consists principally of
applying analytical procedures to financial data and making inquiries
of persons responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance with
generally accepted auditing standards, the objective of which is the
expression of an opinion regarding the consolidated financial
statements taken as a whole.  Accordingly, we do not express such an
opinion.

    Based on our reviews, we are not aware of any material
modifications that should be made to the accompanying consolidated
financial statements for them to be in conformity with generally
accepted accounting principles.




    /s/ Smith Elliott Kearns & Company, LLC

    SMITH ELLIOTT KEARNS & COMPANY, LLC




Chambersburg, Pennsylvania
May 9, 2000