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:  JUNE 30, 1997

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:

845,129 SHARES OF COMMON STOCK, PAR VALUE OF TWO DOLLARS AND FIFTY
CENTS ($2.50), OUTSTANDING AS OF JUNE 30, 1997.

                         INDEX TO EXHIBITS IS ON PAGE 8
                                 1  



                               TOWER BANCORP INC.

                                      INDEX

                                                        PAGE NO.
PART I - FINANCIAL INFORMATION

    CONSOLIDATED BALANCE SHEET
         JUNE 30, 1997 AND DECEMBER 31, 1996              3     
                

    CONSOLIDATED STATEMENT OF INCOME
         THREE MONTHS ENDED JUNE 30, 1997 AND 1996       4

    CONSOLIDATED STATEMENT OF INCOME
         SIX MONTHS ENDED JUNE 30, 1997 AND 1996        5

    CONSOLIDATED STATEMENT OF CASH FLOWS
         SIX MONTHS ENDED JUNE 30, 1997 AND 1996        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
                    (000'S OMITED)             06-30-97       12-31-96
ASSETS
 CASH AND DUE FROM BANKS                          4,740          3,034
INTEREST BEARING BALANCES WITH BANKS              3,218          4,071
FEDERAL FUNDS SOLD                                  713              0
INVESTMENT ACCOUNT SECURITIES:
 1 OBLIGATIONS OF STATE AND POLITICAL             9,489          9,170
   SUBDIVISIONS (FAIR VALUE $9713)
 2 US TREASURY SECURITIES                           699            698
 2 US GOVT AGENCIES AND CORPORATIONS             22,231         21,893
 2 OTHER SECURITIES AND EQUITY SEC                8,966          6,359
   UNREALIZED GAIN (LOSS)                           424           (25)
LOANS:                                          102,610        100,830
LESS:  UNEARNED INCOME OF LOANS                   (209)          (211)
   RESERVE FOR POSSIBLE LOAN LOSSES             (1,933)        (1,947)
BANK PREMISES, EQUIP, FURNITURE & FIXTURES        1,990          1,628
REAL ESTATE OWNED OTHER THAN BANK PREMISES          121            238
ACCRUED INTEREST RECEIVABLE                         967            948
DEFERRED INCOME TAXES                               809            629
OTHER ASSETS                                      1,069          1,358
                                                -------        -------
TOTAL ASSETS                                    155,904        148,673
                                                =======        =======
LIABILITIES AND CAPITAL
DEPOSITS IN DOMESTIC OFFICES:
   DEMAND                                         9,599          7,959
   SAVINGS                                       62,556         54,490
   TIME                                          62,182         64,155
LIABILITIES FOR BORROWED MONEY                      919          1,866
FEDERAL FUNDS PURCHASED                               0            865
ACCRUED INTEREST PAYABLE                            400            409
ACCRUED FEDERAL INCOME TAXES                        450              0
OTHER LIABILITIES                                   799          1,225
                                                -------        -------
TOTAL LIABILITIES                               136,905        130,969
                                                -------        -------
EQUITY CAPITAL
   CAPITAL STOCK:
   COMMON STOCK: PAR VALUE $2.50
   AUTHORIZED 5,000,000 SHARES:
   845,129 SHARES ISSUED - 1997                                              
   848,180 SHARES ISSUED - 1996                   2,120          2,120
   SURPLUS                                        5,358          5,357
UNDIVIDED PROFITS                                11,347         10,236
NET UNREALIZED (LOSS) GAIN ON MARKETABLE SEC        280            236
LESS: COST OF TREASURY STOCK                       (106)         (245)
                                                -------        -------
TOTAL EQUITY CAPITAL                             18,999         17,704
                                                -------        -------
TOTAL LIABILITIES AND CAPITAL                   155,904        148,673
                                                =======        =======
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
                                                  THREE MONTHS ENDED
INTEREST INCOME                               06-30-97      06-30-96
----------                                     -------       -------

INTEREST AND FEES ON LOANS                    2,267,776      2,243,869
INTEREST ON INVESTMENT SECURITIES:
  HELD TO MATURITY                              117,407        108,723
  AVAILABLE FOR SALE                            491,846        374,741
INTEREST ON FED FUNDS SOLD                       30,647            344
INTEREST ON DEPOSITS WITH BANKS                  35,456         80,956
                                                -------        -------
                                              2,943,132      2,808,633
INTEREST EXPENSE
----------
INTEREST ON DEPOSITS                          1,238,857      1,163,104
INTEREST ON FED FUNDS PURCHASED AND
  SECURITIES SOLD UNDER REPO AGREEMENTS           7,351         19,564
INTEREST ON BORROWED MONEY                        7,368         18,288
                                                -------        -------
                                              1,253,576      1,200,956
                                                -------        -------
NET INTEREST INCOME                           1,689,556      1,607,677
PROVISION FOR LOAN LOSSES                             0              0
                                                -------        -------
NET INTEREST INCOME AFTER PROV FOR LL         1,689,556      1,607,677

OTHER INCOME:
TRUST DEPARTMENT INCOME                          83,990         53,514
SERVICE CHARGES ON DEPOSIT ACCOUNTS              80,632         78,850
OTHER SERVICE CHARGES                            21,616         19,481
OTHER OPERATING INCOME                           1,500           11,209
INVESTMENT SECURITIES GAINS(LOSSES)              48,304         74,658
                                                -------        -------
                                                236,042        237,712
                                                -------        -------
OTHER EXPENSES:
SALARIES, WAGES AND OTHER BENEFITS              546,276        504,647
OCCUPANCY EXPENSE OF BANK PREMISES               69,541         68,830
FURNITURE AND FIXTURE EXPENSE                    88,176         79,404
OTHER OPERATING EXPENSES                        389,662        346,640
                                                -------        -------
                                              1,093,655        999,521
                                                -------        -------
INCOME BEFORE TAXES                             831,943        845,868
APPLICABLE INCOME TAXES                         242,000        231,700
                                                -------        -------
NET INCOME                                      589,943        614,168
                                               ========        =======
COMMON SHARE DATA:
NET INCOME PER SHARE                                  0.70           0.73    
NUMBER OF SHARES OUTSTANDING                    845,129        842,374
THE NOTES TO FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THESE STATEMENTS
                                      4
TOWER BANCORP INC.
CONSOLIDATED STATEMENT OF INCOME
                                                    SIX MONTHS ENDED
INTEREST INCOME                                06-30-97       06-30-96
INTEREST AND FEES ON LOANS                    4,549,971      4,407,360
INTEREST ON INVESTMENT SECURITIES:
   HELD TO MATURITY                             235,767        217,368
   AVAILABLE FOR SALE                           946,268        786,197
INTEREST ON FED FUNDS SOLD                       34,328          4,412
INTEREST ON DEPOSITS WITH BANKS                  94,576        124,111
                                               --------       --------
                                              5,860,910      5,539,448
INTEREST EXPENSE
INTEREST ON DEPOSITS                          2,462,320      2,351,619
INTEREST ON FED FUNDS PURCHASED                  21,067         24,951
   AND SECURITIES SOLD UNDER REPO AGREEMENTS
INTEREST ON BORROWED MONEY                       26,027         26,183
                                               --------       --------
                                              2,509,414      2,402,753
                                               --------       --------
NET INTEREST INCOME                           3,351,496      3,136,695
PROVISION FOR LOAN LOSSED                             0              0
                                               --------       --------
NET INTEREST INCOME AFTER PROV FOR LL         3,351,496      3,136,695

OTHER INCOME:
TRUST DEPARTMENT INCOME                         167,036        132,184
SERVICE CHARGES ON DEPOSIT ACCOUNTS             157,972        149,877
OTHER SERVICE CHARGES                            45,049         40,968
OTHER OPERATING INCOME                           13,787         16,990
INVESTMENT SECURITIES GAINS (LOSSES)            285,971        115,030
                                               --------       --------
                                                669,815        455,049
                                               --------       --------
OTHER EXPENSES:
SALARIES, WAGES AND OTHER BENEFITS            1,081,251        988,959
OCCUPANCY EXPENSE OF BANK PREMISES              139,281        137,873
FURNITURE AND FIXTURE EXPENSE                   169,731        159,377
OTHER OPERATING EXPENSES                        790,947        677,771
                                               --------       --------
                                              2,181,210      1,963,980
                                               --------       --------
INCOME BEFORE TAXES                           1,840,101      1,627,764
APPLICABLE INCOME TAXES                         535,000        449,000
                                               --------       --------
NET INCOME                                    1,305,101      1,178,764
                                               ========       ========
COMMON SHARE DATE:
NET INCOME PER SHARE                                  1.54           1.40
CASH DIVIDENDS DECLARED PER SHARE                      .23            .20
NUMBER OF SHARES OUTSTANDING                    845,129        842,374
THE NOTES TO FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THESE STATEMENTS                      



                                      5
TOWER BANCORP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(,000 OMITTED)                                SIX MONTH      SIX MONTH
                                               ENDED           ENDED        
                                              06-30-97        06-30-96
CASH FLOWS FROM OPERATING ACTIVITIES:         -------          -------
  NET INCOME                                      1,305          1,179
ADJ TO RECONCILE NET CASH
  DEPRECIATION AND AMORTIZATION                     130            134
  PROVISION FOR LOAN LOSSES                           0            (1)       
  GAIN ON SALE OF INVESTMENT SECURITIES             286            115
  LOSS ON DISPOSAL OF EQUIPMENT                       0              0
  PROVISION FOR DEFERRED TAXES                      180          (301)
  (INCREASE) IN OTHER ASSETS                      (289)           (72)
  (INCREASE) IN INTEREST RECEIVABLE               (19))           (55)
  (DECREASE) IN INTEREST PAYABLE                    (9)           (12)
  INCREASE IN ACCRUED INCOME TAXES                  450            449
  (DECREASE) IN OTHER LIABILITIES                 (426)          (669)
  OTHER, NET                                       (23)          (186)
                                                -------        -------
NET CASH PROVIDED BY OPERATING ACTIVITIES         1,585            581
                                                -------        -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  LOANS (NET)                                   (1,796)        (4,667)
  PURCHASES OF BANK PREMISES, EQUIPMENT,
    FURN & FIX                                    (492)          (314)
  SALES OF OTHER REAL ESTATE                        117              0
  INT BEARING BALANCES WITH BANKS                   853        (1,171)
  INVESTMENT SECURITIES (NET)                   (3,714)          1,001
                                                -------        -------
NET CASH (USED) BY INVESTING ACTIVITIES         (5,032)        (5,151)
                                                -------        -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  NET INCREASE IN DEMAND AND SAVINGS DEPOSITS     9,706          5,708
  CERTIFICATES OF DEPOSIT (NET)                 (1,973)        (2,254)
  NET CHANGE IN FED FUNDS                       (1,578)          (486)       
  DEBT (NET)                                      (947)          2,362
  PROCEEDS FROM SALE OF TREASURY STOCK              139              0
  CASH DIVIDENDS PAID                             (194)          (788)
                                                -------        -------
NET CASH PROVIDED BY FINANCING ACTIVITIES         5,153          4,542
                                                -------        -------
  NET INCREASE IN CASH AND CASH EQUIVALENTS       1,706           (28)
  CASH AND CASH EQUIVALENTS AT BEGINNING OF YR    3,034          3,622
                                                -------        -------
  CASH AND CASH EQUIVALENTS AT END OF QUARTER     4,740          3,594
                                                =======        =======

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 JUNE 30, 1997 AND
DECEMBER 31, 1996, AND THE RESULTS OF ITS OPERATIONS FOR THE THREE AND SIX
MONTH PERIODS ENDED JUNE 30,1997 AND 1996, AND THE CHANGES IN CONSOLIDATED
FINANCIAL POSITION FOR THESE PERIODS THEN ENDED.

   THE RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE
30, 1997 AND 1996 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 6.84% FOR THE
SIX MONTH PERIOD ENDED JUNE 30, 1997  COMPARED TO THE SAME PERIODS IN 1996. 
THE BANK HAS CONTINUED TO EXPERIENCE LOAN GROWTH WHILE MINIMIZING IT'S
DEPENDENCE ON BORROWED FUNDS.

OTHER INCOME INCREASED BY 47.2% AS THE RESULT OF SECURITY GAINS TAKEN IN
TOWER'S CORPORATE STOCK PORTFOLIO.  NET INCOME INCREASED BY $127,000 OR
10.72% AS A RESULT.  ADDITIONALLY TRUST INCOME IS UP 26.36%.  OTHER EXPENSES
INCREASED BY 11.06% AS COMPARED TO THE SIX MONTH PERIOD IN 1996.

THE BANK HAS NOT MADE A LOAN LOSS PROVISION IN 1997 AS IT MAINTAINS A RATIO
OF TOTAL LOANS OF 1.88%.  ANTICIPATED LOSSES ARE WELL BELOW THE CURRENT
RESERVE BALANCE.  CLASSIFIED AND NON ACCRUAL LOANS CONTINUE TO DECREASE AS A
PERCENTAGE OF TOTAL LOANS.  THE BANK HAD NET RECOVERIES IN 1996.  FOR THE SIX
MONTHS ENDED JUNE 30, 1997, THERE WERE NET CHARGE OFFS OF $14,000.

MANAGEMENT HAS DETERMINED THE BANK'S INTEREST RATE RISK TO BE MODERATE AND IN
LINE WITH ITS PEERS.  INTEREST RATE RISK IS CONTINUALLY MONITORED AND
REASSESSED.

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 LIQUIDITY HAS
BEEN FUNDED BY CASH FLOWS AND MATURITIES FROM LOANS AND INVESTMENTS. 
ADDITIONAL LIQUIDITY WAS PROVIDED BY BORROWINGS FROM THE FHLB AND FED FUND
LINES OF CREDIT.

















                                      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