SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

FOR QUARTER ENDED:  SEPTEMBER 30, 1996

COMMISSION FILE NUMBER:  2-89573

EXACT NAME OF REGISTRANT:  TOWER BANCORP INC. 

STATE OF INCORPORATION:  PENNSYLVANIA

I.R.S. EMPLOYER IDENTIFICATION NO. 25-1445946

ADDRESS OF PRINCIPAL OFFICE:  CENTER SQUARE, GREENCASTLE
              PENNSYLVANIA 17225

TELEPHONE NUMBER:  (717) 597-2137

FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED
SINCE LAST REPORT:  NOT APPLICABLE

INDICATED BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL
REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR
FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE
SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS
FOR THE PAST 90 DAYS.

         YES  X        NO

INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S
CLASSES OF COMMON STOCK, AS OF THE LATEST PRACTICABLE DATE:

842,374 SHARES OF COMMON STOCK, PAR VALUE OF TWO DOLLARS AND FIFTY
CENTS ($2.50), OUTSTANDING AS OF SEPTEMBER 30, 1996.

                         INDEX TO EXHIBITS IS ON PAGE 8
                                 1  



                               TOWER BANCORP INC.

                                      INDEX

                                                        PAGE NO.
PART I - FINANCIAL INFORMATION

    CONSOLIDATED BALANCE SHEET
         SEPTEMBER 30, 1996 AND DECEMBER 31, 1995              3 
                     

    CONSOLIDATED STATEMENT OF INCOME
         NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995       4

    CONSOLIDATED STATEMENT OF INCOME
         NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995        5 
       

    CONSOLIDATED STATEMENT OF CASH FLOWS
         NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995         6

    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS            7

    MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS              8



PART II - OTHER INFORMATION

    ITEM 6 - INDEX TO EXHIBITS AND REPORTS ON 
         FORM 8-K                                         9

    SIGNATURES                                            10

    EXHIBITS                                             11-12














                                  2
     
TOWER BANCORP INC. CONSOLIDATED BALANCE SHEET
                                               09-30-96       12-31-95
ASSETS
 CASH AND DUE FROM BANKS                          5,201          3,622
INTEREST BEARING BALANCES WITH BANKS              3,345          2,354
FEDERAL FUNDS SOLD                                    0              0
INVESTMENT ACCOUNT SECURITIES:
 1 OBLIGATIONS OF STATE AND POLITICAL             8,521          8,011
   SUBDIVISIONS (FAIR VALUE $8424,8155)
 2 US TREASURY SECURITIES                           898          1,097
 2 US GOVT AGENCIES AND CORPORATIONS             21,696         20,921
 2 OTHER SECURITIES AND EQUITY SEC                6,476          4,785
   UNREALIZED GAIN (LOSS)                          (146)           120
LOANS:                                           99,426         96,119
LESS:  UNEARNED INCOME OF LOANS                   (212)          (201)
   RESERVE FOR POSSIBLE LOAN LOSSES             (1,947)        (1,945)
BANK PREMISES, EQUIP, FURNITURE & FIXTURES        2,100          1,830
REAL ESTATE OWNED OTHER THAN BANK PREMISES          238            238
ACCRUED INTEREST RECEIVABLE                         927            891
DEFERRED INCOME TAXES                               853            612
OTHER ASSETS                                        791            728
                                                -------        -------
TOTAL ASSETS                                    148,167        139,182
                                                =======        =======
LIABILITIES AND CAPITAL
DEPOSITS IN DOMESTIC OFFICES:
   DEMAND                                        10,481          8,201
   SAVINGS                                       55,515         51,312
   TIME                                          61,540         60,247
LIABILITIES FOR BORROWED MONEY                    1,701          1,222
FEDERAL FUNDS PURCHASED                             112            486
ACCRUED INTEREST PAYABLE                            412            389
ACCRUED FEDERAL INCOME TAXES                        698              0
OTHER LIABILITIES                                   360          1,177
                                                -------        -------
TOTAL LIABILITIES                               130,819        123,034
                                                -------        -------
EQUITY CAPITAL
   CAPITAL STOCK:
   COMMON STOCK: PAR VALUE $2.50
   AUTHORIZED 5,000,000 SHARES:
   424,090 SHARES ISSUED - 1995                                       
   848,180 SHARES ISSUED - 1996                   2,120          1,060
   SURPLUS                                        4,295          5,354
UNDIVIDED PROFITS                                11,132          9,508
NET UNREALIZED (LOSS) ON MARKETABLE SEC             (35)           254
LESS: COST OF TREASURY STOCK                       (164)          (28)
                                                -------        -------
TOTAL EQUITY CAPITAL                             17,348         16,148
                                                -------        -------
TOTAL LIABILITIES AND CAPITAL                   148,167        139,182
                                                =======        =======
THE NOTES TO FINANCIAL STATEMENTS ARE AN 
INTEGRAL PART OF THESE STATEMENTS.  ABOVE 1=
HELD TO MATURITY, 2=AVAILABLE FOR SALE.
                                      3

TOWER BANCORP INC.
CONSOLIDATED STATEMENT OF INCOME
                                                 NINE MONTHS ENDED
INTEREST INCOME                               09-30-96      09-30-95
----------                                     -------       -------

INTEREST AND FEES ON LOANS                    6,606,693      6,562,871
INTEREST ON INVESTMENT SECURITIES:
  HELD TO MATURITY                              328,998        338,698
  AVAILABLE FOR SALE                          1,184,610      1,131,490
INTEREST ON FED FUNDS SOLD                       12,987         17,016
INTEREST ON DEPOSITS WITH BANKS                 186,001         99,120
                                                -------        -------
                                              8,319,289      8,149,195
INTEREST EXPENSE
----------
INTEREST ON DEPOSITS                          3,534,631      3,278,539
INTEREST ON FED FUNDS PURCHASED                  34,230            487
INTEREST ON BORROWED MONEY                       49,499        192,134
                                                -------        -------
                                              3,618,360      3,471,160
                                                -------        -------
NET INTEREST INCOME                           4,700,929      4,678,035
PROVISION FOR LOAN LOSSES                             0              0
                                                -------        -------
NET INTEREST INCOME AFTER PROV FOR LL         4,700,929      4,678,035

OTHER INCOME:
TRUST DEPARTMENT INCOME                         218,630        153,232
SERVICE CHARGES ON DEPOSIT ACCOUNTS             226,382        226,538
OTHER SERVICE CHARGES                            66,291         53,796
OTHER OPERATING INCOME                           13,600         12,529
INVESTMENT SECURITIES GAINS(LOSSES)             223,176         83,039
                                                -------        -------
                                                748,079        529,134
                                                -------        -------
OTHER EXPENSES:
SALARIES, WAGES AND OTHER BENEFITS            1,492,403      1,416,411
OCCUPANCY EXPENSE OF BANK PREMISES              205,785        198,028
FURNITURE AND FIXTURE EXPENSE                   239,523        460,840
OTHER OPERATING EXPENSES                      1,019,924        866,892
                                                -------        -------
                                              2,957,635      2,942,171
                                                -------        -------
INCOME BEFORE TAXES                           2,491,373      2,264,998
APPLICABLE INCOME TAXES                         700,563        637,000
                                                -------        -------
NET INCOME                                    1,790,810      1,627,998
                                               ========        =======
COMMON SHARE DATA:
NET INCOME PER SHARE                                  2.13           3.84    
CASH DIVIDENDS DECLARED PER SHARE                      .20            .36
NUMBER OF SHARES OUTSTANDING                    842,374        424,090
THE NOTES TO FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THESE STATEMENTS
                                      4

TOWER BANCORP INC.
CONSOLIDATED STATEMENT OF INCOME
                                                 THREE MONTHS ENDED
INTEREST INCOME                               09-30-96      09-30-95
----------                                     -------       -------

INTEREST AND FEES ON LOANS                    2,199,333      2,227,540
INTEREST ON INVESTMENT SECURITIES:
  HELD TO MATURITY                              111,630        112,056
  AVAILABLE FOR SALE                            398,413        377,669
INTEREST ON FED FUNDS SOLD                        8,575         17,016
INTEREST ON DEPOSITS WITH BANKS                  61,890         35,957
                                                -------        -------
                                              2,779,841      2,770,238
INTEREST EXPENSE
----------
INTEREST ON DEPOSITS                          1,183,012      1,186,793
INTEREST ON FED FUNDS PURCHASED                   9,279            104       
INTEREST ON BORROWED MONEY                       23,316         23,492
                                                -------        -------
                                              1,215,607      1,210,389
                                                -------        -------
NET INTEREST INCOME                           1,564,234      1,559,849
PROVISION FOR LOAN LOSSES                             0              0
                                                -------        -------
NET INTEREST INCOME AFTER PROV FOR LL         1,564,234      1,559,849

OTHER INCOME:
TRUST DEPARTMENT INCOME                          86,446         54,779
SERVICE CHARGES ON DEPOSIT ACCOUNTS              76,505         79,877
OTHER SERVICE CHARGES                            25,323         20,717
OTHER OPERATING INCOME                           (3,390)        11,227
INVESTMENT SECURITIES GAINS(LOSSES)             108,146         37,820
                                                -------        -------
                                                293,030        204,420
                                                -------        -------
OTHER EXPENSES:
SALARIES, WAGES AND OTHER BENEFITS              503,444        472,016
OCCUPANCY EXPENSE OF BANK PREMISES               67,912         64,670
FURNITURE AND FIXTURE EXPENSE                    80,146        143,775
OTHER OPERATING EXPENSES                        342,153        238,779
                                                -------        -------
                                                993,655        919,240
                                                -------        -------
INCOME BEFORE TAXES                             863,609        845,029
APPLICABLE INCOME TAXES                         251,563        246,841
                                                -------        -------
NET INCOME                                      612,046        598,188
                                               ========        =======
COMMON SHARE DATA:
NET INCOME PER SHARE                                   .73           1.41    
CASH DIVIDENDS DECLARED PER SHARE                     0.20           0.33
NUMBER OF SHARES OUTSTANDING                    842,374        424,090
THE NOTES TO FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THESE STATEMENTS
                                      5

TOWER BANCORP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(,000 OMITTED)                                 NINE MONTH      NINE MONTH
                                               ENDED           ENDED        
                                               09-30-96        09-30-95
CASH FLOWS FROM OPERATING ACTIVITIES:         -------          -------
  NET INCOME                                      1,568          1,542
ADJ TO RECONCILE NET CASH
  DEPRECIATION AND AMORTIZATION                     134            192
  PROVISION FOR LOAN LOSSES                           2              0       
  GAIN ON SALE OF INVESTMENT SECURITIES             223             83
  LOSS ON DISPOSAL OF EQUIPMENT                       0              0
  PROVISION FOR DEFERRED TAXES                    (241)          (371)
  (INCREASE) IN OTHER ASSETS                       (63)          (106)
  (INCREASE) IN INTEREST RECEIVABLE                (36)           (88)
  INCREASE IN INTEREST PAYABLE                       23            122
  (DECREASE) IN ACCRUED INCOME TAXES                698          (111)
  (DECREASE) IN OTHER LIABILITIES                 (817)             87
  OTHER, NET                                      (280)            372
                                                -------        -------
NET CASH PROVIDED BY OPERATING ACTIVITIES         1,211          1,722
                                                -------        -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  LOANS (NET)                                   (3,307)          1,145
  PURCHASES OF BANK PREMISES, EQUIPMENT,
    FURN & FIX                                    (270)             98
  SALES OF OTHER REAL ESTATE                          0              0
  INT BEARING W/BANKS (NET)                       (991)        (1,070)
  SECURITIES (NET)                              (2,777)          (974)
                                                -------        -------
NET CASH (USED) BY INVESTING ACTIVITIES         (7,345)          (801)
                                                -------        -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  NET DECREASE IN DEMAND AND SAVINGS DEPOSITS     6,483          1,490
  CD'S (NET)                                      1,293          6,106
  NET CHANGE IN FED FUNDS                         (374)        (3,730)
  DEBT (NET)                                        479        (5,450)
  PROCEEDS FROM SALE OF CAPITAL STOCK                 0              0
  CASH DIVIDENDS PAID                             (168)          (153)
                                                -------        -------
NET CASH PROVIDED BY FINANCING ACTIVITIES         7,713        (1,737)
                                                -------        -------
  NET INCREASE IN CASH AND CASH EQUIVALENTS       1,579          (816)
  CASH AND CASH EQUIVALENTS AT BEGINNING OF YR    3,622          4,327
                                                -------        -------
  CASH AND CASH EQUIVALENTS AT END OF QUARTER     5,201          3,511
                                                =======        =======

THE NOTES TO FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THESE STATEMENTS




                                      6

                             TOWER BANCORP INC.

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE (1) TO BASIS OF PRESENTATION

   IN THE OPINION OF MANAGEMENT, THE ACCOMPANYING UNAUDITED CONSOLIDATED
FINANCIAL STATEMENTS CONTAIN ALL ADJUSTMENTS NECESSARY TO PRESENT FAIRLY
TOWER BANCORP INC.'S CONSOLIDATED FINANCIAL POSITION AS OF SEPT.30,1996 AND
SEPTEMBER 30,1995, AND THE RESULTS OF ITS OPERATIONS FOR THE THREE AND NINE
MONTH PERIODS ENDED SEPT.30,1996 AND 1995, AND THE CHANGES IN CONSOLIDATED
FINANCIAL POSITION FOR THESE PERIODS THEN ENDED.

   THE RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDED SEPT.
30, 1996 AND 1995 ARE NOT NECESSARILY INDICATIVE OF THE RESULTS TO BE
EXPECTED FOR THE FULL YEAR.


NOTE (2) INCOME TAXES

   INCOME TAX EXPENSE IS LESS THAN THE AMOUNT CALCULATED USING THE STATUTORY
TAX RATE PRIMARILY AS A RESULT OF TAX EXEMPT INCOME EARNED FROM STATE AND
MUNICIPAL SECURITIES AND LOANS.


NOTE (3) 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.























                                      7
                             TOWER BANCORP INC.

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

THE FIRST NATIONAL BANK OF GREENCASTLE IS THE WHOLLY OWNED SUBSIDIARY OF
TOWER BANCORP INC.  NET INTEREST INCOME FOR THE BANK INCREASED .49% AND .28%
FOR THE NINE AND THREE MONTH PERIODS ENDED 9-30-96 COMPARED TO THE SAME
PERIODS IN 1995.  OTHER INCOME HAS INCREASED 41% DUE TO LARGELY TO HAVING
TAKEN GAINS IN THE EQUITY PORTFOLIO.  IN ADDITION INCOME FROM THE SALE OF
MUTUAL FUNDS WAS ALLOCATED TO TRUST INCOME.  NET INCOME IS UP 10% OVER THE
SAME PERIOD IN 1995.

THE BANK HAS NOT MADE A LOAN LOSS PROVISION IN 1996 AS IT MAINTAINS A RATIO
OF TOTAL LOANS OF 2.00%.  ANTICIPATED LOSSES FALL WELL BELOW THE CURRENT
RESERVE BALANCE.  THE BANK HAS HAD NET RECOVERIES THUS FAR IN 1996.

THE BANK MAINTAINS A CAPITAL RATIO OF 10.27% AND A RISK BASED CAPITAL RATIO
OF 17.80% AS OF 9-30-96.

THE DEMAND FOR TOWER STOCK REMAINS STRONG.  IT APPEARS THAT THE HOLDING CO.
WILL MEET PROJECTED EARNINGS AND GROWTH FOR 1996.


LIQUIDITY AND CAPITAL RESOURCES
--------------------
LIQUIDITY REPRESENTS THE ABILITY OF THE BANK TO ACCOMODATE DECREASES IN
DEPOSITS AND FUND INCREASES TO THE LOAN PORTFOLIO. THE BANK'S SOURCES OF
LIQUIDITY CAME FROM MATURITIES IN THE INVESTMENT PORTFOLIO AS WELL AS NORMAL
PRINCIPAL AND INTEREST PAYMENTS FROM THE LOAN AND MORTGAGE BACKED
PORTFOLIOS. 
INCREASES IN THE DEPOSIT BASE ALSO PROVIDED LIQUIDITY.

















                                      8





                         PART II - OTHER INFORMATION

ITEM (1) LEGAL PROCEEDINGS.

   NOT APPLICABLE.

ITEM (2) CHANGES IN SECURITIES.

   NOT APPLICABLE.

ITEM (3) DEFAULTS UPON SENIOR SECURITIES.

   NOT APPLICABLE.

ITEM (4) SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS.

   NOT APPLICABLE.

ITEM (5) OTHER INFORMATION.

   NOT APPLICABLE.

ITEM (6) INDEX TO EXHIBITS AND REPORTS ON FORM 8-K.


(a) EXHIBITS:

EXHIBIT NUMBER REFERRED TO           DESCRIPTION OF
ITEM 601 OF REGULATIONS 8-K          EXHIBIT
------------------                   --------------
2                                    NONE
4                                    INSTRUMENT DEFINING RIGHTS
                                       SECURITY HOLDERS
11                                   NONE
15                                   NONE
18                                   NONE
19                                   NONE
20                                   NONE
22                                   SUBSIDIARIES OF REGISTRANT
23                                   NONE
24                                   NONE
25                                   NONE
28                                   NONE









                                      9



                                 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.

                                TOWER BANCORP INC.
                                (REGISTRANT)



DATE:  ________________         JEFF B SHANK, PRESIDENT, CEO
                                (PRINCIPAL EXECUTIVE OFFICER AND
                                  PRINCIPAL FINANCIAL OFFICER)

                    



DATE:  _______________          DONALD F. CHLEBOWSKI JR., TREASURER
                                (PRINCIPAL ACCOUNTING OFFICER)





PART II ITEM (6)

   ITEM 601 - 22 SUBSIDIARIES OF REGISTRANT

     *THE FIRST NATIONAL BANK OF GREENCASTLE
     *NATIONAL BANK ORGANIZED IN PENNSYLVANIA
     *BUSINESS NAME:  THE FIRST NATIONAL BANK OF GREENCASTLE
     *ANTRIM TOWER, PARTNERSHIP

                                                        








                                     10