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, 1998 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 24, 1998 
(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, 1998
      and December 31, 1997  3
    Condensed consolidated statements of income - three months
      ended March 31, 1998 and 1997    4
    Condensed consolidated statements of comprehensive income -
      three months ended March 31, 1998 and 1997 5
    Condensed consolidated statements of cash flows - three  
      months ended March 31, 1998 and 1997  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






















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,
                                              1998            1997  *
    ASSETS                                (Unaudited)
                                                 (000 Omitted)

Cash and due from banks $   2,339 $   2,744 
Available-for-sale securities     24,305    25,345    
Federal Reserve, Atlantic Central Bankers Bank,
  Federal Home Loan Bank, at cost which
  approximates market   577  577
Loans, net of allowance for loan losses     73,077    70,416    
Bank building, equipment, furniture &
 fixtures, net     2,457     2,407     
Other real estate owned 269  269  
Accrued interest/dividends receivable  691  670  
Cash surrender value of life insurance 3,054     3,020     
Other assets        351       322 
         Total assets   $ 107,120 $ 105,770 

LIABILITIES
Deposits:
         Noninterest-bearing deposits  $   8,583 $   8,159 
         Interest-bearing deposits:
              Savings deposits    28,214    27,766    
              Time deposits     53,615    54,296 
                   Total deposits 90,412    90,221    
Accrued interest payable     444  380  
Federal funds borrowed  1,295     0
Other borrowed money    3,000     3,470
Other liabilities        342       293 
              Total liabilities      95,493    94,364 

STOCKHOLDERS' EQUITY
    Capital stock, common, par value - $ 0.625;
     4,000,000 shares authorized; 495,000
     shares issued and outstanding, at March 31,
     1998 and December 31, 1997   309  309  
    Surplus        2,051     2,051     
    Retained earnings   9,232     8,964     
    Net unrealized gains/(losses) available-
     for-sale securities            35        82
              Total stockholders' equity       11,627    11,406 

              Total liabilities and
               stockholders' equity    $ 107,120 $ 105,770 

*  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, 1998 AND 1997
(UNAUDITED)
                                                1998         1997
                                                  (000 Omitted)
Interest & Dividend Income
    Interest & fees on loans $   1,666 $   1,472 
    Interest & dividends on investment
     securities:
         U.S. Government securities    210  363
         Obligations of state & political
          subdivisions  68   60
    Interest on federal funds sold     2    6
    Other interest & dividend income          71        38 
              Total interest & dividend income       2,017     1,939 
Interest Expense
    Interest on deposits     957  960
    Interest on federal funds purchased      14  1
    Interest on other borrowed money          51         8 
              Total interest expense       1,022       969 

              Net interest income before
               provision for loan losses    995  970
Provision for loan losses           35        15 

Net interest income after provision
 for loan losses         960       955 

Other Income
    Service charges on deposit accounts     39   36
    Other fee income    52   19
    Other noninterest income 54   51
    Securities gains (losses)             4         0 
              Total other income        149       106 
Other Expense
    Salaries and employee benefits     298  272
    Fixed asset expenses (including
     depreciation)  133 111
    FDIC insurance premiums  3    3      
    Other noninterest expenses          242       227 
              Total other expenses           676       613 

              Net income before income taxes     433  448
Applicable income taxes        84       116 
              Net income     $     349 $     332 
Weighted average number of shares
 outstanding  495,000   495,000   

Net income per share    $     .71 $     .67 
Cash dividends declared per share $     .165     .16


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, 1998 and 1997
(UNAUDITED)


                                                  1998      1997
                                                   (000 Omitted)

Net income         $ 349     $ 332

Unrealized (loss) on investments available for
  sale, net of tax      (   47)   (  119)

Comprehensive income         $ 302     $ 213







































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, 1998 and 1997
(UNAUDITED)
                                                 1998        1997
                                                   (000 Omitted)
Cash flows from operating activities:
    Net income     $   349   $   332   
    Adjustments to reconcile net income to net
      cash provided by operating activities:
         Depreciation and amortization 64   46   
         Provision for loan losses     35   15
         Other - Net        47    (      2)
Net cash provided by operating activities      495        391   

Cash flows from investing activities:
    Improvements to OREO     0    (      1)
    Purchase of investment securities - 
     Available-for-sale (  4,555) (  1,475)
    Purchase FNMA/FHLMC Preferred Stock     (    499) (  1,820)
    Purchase of Federal Home Loan Bank Stock     0    (      4)
    Sales of available-for-sale securities      5,176 869  
    Maturities of available-for-sale securities  851  1,039     
    Net (increase) in loans    (  2,697)    (  1,969)
    Purchase of officers/directors life
     insurance policies 0    (    270)
    Purchases of & deposits on bank premises
     and equipment - net     (    111) (    126)
Net cash (used) by investing activities     (  1,835) (  3,757)

Cash flows from financing activities:
    Net increase in deposits 191  395      
    Dividends paid (     81) (     79)
    Net increase in federal funds borrowed  1,295     0
    Net increase (decrease) in other
      borrowed money            (    470)     2,500   
Net cash provided by financing activities       935     2,816   

Net (decrease) in cash and cash equivalents  (    405)     (    550)  (

Cash and cash equivalents, beginning balance       2,744     4,226   

Cash and cash equivalents, ending balance   $ 2,339   $ 3,676   

Supplemental disclosure of cash flows information:
    Cash paid during the period for:
         Interest  $   893   $   865   
         Income taxes   0    8    

Supplemental schedule of noncash investing
 and financing activities:
    Change in net unrealized gain on investments
     available for sale (net of deferred taxes)  (     47) (    119) ( 


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, 1998
(UNAUDITED)

Note 1.  Basis of Presentation

The financial information presented at and for the three 
months ended March 31, 1998 and 1997 is unaudited.  
Information presented at December 31, 1997 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 statement of cash flows.

Note 4.  Federal Income Taxes

For financial reporting purposes the provision for loan 
losses charged to operating expense is based on management's 
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, 
1998 and 1997.

Note 7.  Investment Securities

The carrying amounts of investment securities and their 
approximate fair values at March 31, 1998 were as follows:

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

         Investment securities available for sale:

         FNMA/FHLMC non-
          cumulative
          preferred
          stocks   $  4,686,594   $  27,962 ($  13,975)    $  4,700,581
         State & municipal
          securities    5,951,015 128,960   (   26,663)    6,053,312
         U.S. Government
          agencies 3,753,507 235  (   16,162)    3,737,580
    Mortgage-backed
     securities       9,860,989      15,624 (   63,247)       9,813,366
              $ 24,252,105   $ 172,781 ($ 120,047)    $ 24,304,839

         There were no securities categorized "Held-to-maturity" or  
         "Trading" at March 31, 1998.

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 1998 was 
$ 349,000 compared to $ 332,000 for the same period in 1997, 
representing an increase of $ 17,000, or 5.1%.  Net income on an 
adjusted per share basis for the first three months of 1998 was
$ .71, an increase of $ .04 from the $ .67 per share realized during 
the quarter ended March 31, 1997.

INTEREST INCOME

    Interest income for the first quarter of 1998 was $ 2,017,000 
compared with $ 1,939,000 as of March 31, 1997, for an increase of
$ 78,000, or 4.0%.  The increase was due primarily to a higher average 
balance of loans, which typically produce higher yields than 
investments, in 1998 compared with the same period in 1997.  
Management expects average rates earned for the rest of 1998 to be 
comparable to the previous year since interest rates have remained 
relatively stable and inflation appears to be under control.

INTEREST EXPENSE

    Interest expense for the quarter ended March 31, 1998 was
$ 1,022,000, an increase of $ 53,000, or 5.5% over the $ 969,000 
incurred for the same period in 1997.  The increase was due primarily 
to higher average balances of borrowed monies, which were used to fund 
loan growth, in 1998 compared with the same period in 1997.  
Management expects interest expense to be higher for the rest of 1998 
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 1998 was 
4.09% compared to 4.24% for the first quarter of 1997.  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 1998 and the 
same period in 1997 was $ 149,000 and $ 106,000, respectively.  
Service charges on deposit accounts increased 8.3% over the same 
period in 1997.  Other fee income increased $ 33,000 primarily because 
of a $ 17,000 increase in fiduciary fees and $ 11,000 timing 
difference in the recognition of safe deposit box rental income in 
1998.  Earnings on cash surrender value of directors/officers life 
insurance policies of $ 42,000 were reported in the first three months 
of 1998 compared with $ 35,000 in the prior period.  Management 
anticipates further increases in noninterest income because of 
additional earnings on cash surrender value of life insurance 
policies.  Gains on sales of other real estate owned are also expected 
to be reported during 1998.
Page 9 of 14 pages


NONINTEREST EXPENSES

    Noninterest expenses for the first quarter of 1998 were
$ 676,000, an increase of $ 63,000, or 10.3%, from the $ 613,000 
reported for the same period of 1997.  Salaries and employee-related 
expenses were up 9.6% over the first quarter of 1997 due to additions 
to the full-time staff and merit pay increases.  Fixed asset expenses 
were up 19.8% primarily due to increased equipment and building 
maintenance costs and depreciation.  Other noninterest expenses 
increased 6.6% compared with the first three months of 1997 primarily 
due to increases in advertising and promotion expenses, insurance 
costs and other overhead expenses.

INCOME TAXES

    The income tax provision for the first quarter of 1998 was
$ 89,000 compared to $ 116,000 for the same period in 1997.  The 
income tax provision decreased primarily due to increases in tax-
exempt interest on obligations of state and municipal subdivisions, 
the tax-exempt dividends on FNMA and FHLMC non-cumulative preferred 
stock dividend, and the nontaxable income related to the increase in 
the cash surrender value of directors and officers life insurance.

PROVISION FOR LOAN LOSSES

    A $ 35,000 provision for loan losses was made for the first 
three months of 1998 compared with a $ 15,000 provision for the same 
period in 1997.  The provisions were based on management's evaluation 
of the reserve for possible loan losses at March 31, 1998 and 1997.

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

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

                               March 31, 1998        March 31, 1997
Allowance for loan losses
    Beginning of period $ 487     $ 444

    Loans charged-off during the period:
         Real estate loans   0    0
         Installment loans   0    6
         Commercial and all other loans         1         0
                   Total charge-offs       1         6

    Recoveries of loans previously
     charged-off:
         Real estate loans   0    0
         Installment loans   3    4
         Commercial and all other
          loans             7          0
                   Total recoveries       10          4
Net loans charged-off (recovered) (    9)   2
Provision for loan losses charged to
 operations           35        15
Allowance for loan losses - end of
 period            $ 531     $ 457

Page 10 of 14 pages


         The following shows the summary of nonperforming loans.

NONPERFORMING LOANS
(In 000's)

                    March 31, 1998             December 31, 1997

           Past Due 90 Days              Past Due 90 Days
           or More and Still             or More and Still
              Accruing       Nonaccruing      Accruing     Nonaccruing
Real estate
 loans        $ 482     $  0 $ 390     $ 361
Installment
 loans        30   0    21   0
Commercial and
 all other
 loans            0       65    20        52
   Total
     loans    $ 512     $ 65 $ 431     $ 413

ASSETS

    Total assets on March 31, 1998 were $ 107,120,000, an increase 
of 1.3% from $ 105,770,000 on December 31, 1997.  Management intends 
to contain growth and concentrate on maintaining adequate profit 
margins.  Net loans on March 31, 1998 stood at $ 73,077,000, an 
increase of 3.8% from $ 78,416,000 on December 31, 1997.  The loan 
loss reserve at the end of the first quarter of 1998 was $ 531,000 
compared with $ 487,000 at year-end 1997 and is considered adequate, 
in management's judgment, to absorb possible loan losses on existing 
loans.

LIABILITIES

    Total deposits increased .2% to $ 90,412,000 as of March 31, 
1998 compared with $ 90,221,000 at December 31, 1997.  Noninterest-
bearing demand deposits and interest-bearing savings deposits 
increased while certificates of deposit decreased.

CAPITAL

    Total equity as of March 31, 1998 was $ 11,627,000 representing 
10.9% of total assets, an increase of $ 221,000 from the $ 11,406,000 
reported on December 31, 1997.  Accumulated earnings for the first 
three months of 1998 were partially offset by a $ 47,000 decrease in 
net unrealized holding gains (net of deferred tax) and dividends 
declared of $ 81,675.

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, 1998 is as follows:


Page 11 of 14 pages


                                Fulton Bancshares   Regulatory Minimum
                                   Corporation         Requirements
    Leverage ratio 10.83%    4.0%
    Risk based capital ratios:
         Tier I (core capital)    16.41%    4.0%
         Combined tier I and tier
          II (core capital plus
          allowance for loan losses)   17.17%    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)
                                      Condensed Average Balance Sheets
                                      First Quarter      First Quarter
                                          1998               1997
    ASSETS

Federal funds sold $     141 $     484 
Securities available for sale     24,435    28,363    
Other investments  577  573  
Loans                      73,156    65,367 
         Total interest-earning assets 98,309    94,787    
Cash and due from banks 2,213     2,502     
Bank premises and equipment  2,393     2,172     
All other assets   4,237     3,769     
Allowance for loan losses    (      512)    (      451)    
         Total assets   $ 106,640 $ 102,779 

              LIABILITIES

Interest-bearing deposits in domestic
 offices           $  81,804 $  82,466 
Federal funds purchased 952  31   
Other short-term borrowings      3,636      571  
         Total interest-bearing liabilities 86,392    83,068    

Noninterest-bearing deposits 8,107     9,032     
All other liabilities         692      510  
         Total liabilities   95,191    92,610    

              STOCKHOLDERS' EQUITY

Common stockholders' equity  11,375    10,379    
Net unrealized holding losses, net
 of tax              74 (      210)    
         Total stockholders' equity       11,449    10,169 

         Total liabilities and stockholders'
          equity   $ 106,640 $ 102,779 




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