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:  MARCH 31, 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:

848,180 SHARES OF COMMON STOCK, PAR VALUE OF TWO DOLLARS AND FIFTY
CENTS ($2.50), OUTSTANDING AS OF MARCH 31, 1997.

                         INDEX TO EXHIBITS IS ON PAGE 8
                                 1  



                               TOWER BANCORP INC.

                                      INDEX

                                                        PAGE NO.
PART I - FINANCIAL INFORMATION

    CONSOLIDATED BALANCE SHEET
         MARCH 31, 1997 AND DECEMBER 31, 1996             3     
                

    CONSOLIDATED STATEMENT OF INCOME
         THREE MONTHS ENDED MARCH 31, 1997 AND 1996       4

    CONSOLIDATED STATEMENT OF CHANGES IN CASH FLOWS
         THREE MONTHS ENDED MARCH 31, 1997 AND 1996        5    
       
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS            6

    MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS              7



PART II - OTHER INFORMATION

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

    SIGNATURES                                            9

    EXHIBITS                                             10-11














                                  2

     

TOWER BANCORP INC. CONSOLIDATED BALANCE SHEET
                                               03-31-97       12-31-96
ASSETS
 CASH AND DUE FROM BANKS                          4,490          3,034
INTEREST BEARING BALANCES WITH BANKS              4,153          4,071
FEDERAL FUNDS SOLD                                1,160              0
INVESTMENT ACCOUNT SECURITIES:
 1 OBLIGATIONS OF STATE AND POLITICAL             9,157          9,170
   SUBDIVISIONS (FAIR VALUE $9263,$8272)
 2 US TREASURY SECURITIES                           698            698
 2 US GOVT AGENCIES AND CORPORATIONS             21,374         21,893
 2 OTHER SECURITIES AND EQUITY SEC                6,786          6,359
   UNREALIZED GAIN (LOSS)                           145           (25)
LOANS:                                          102,434        100,830
LESS:  UNEARNED INCOME OF LOANS                   (207)          (211)
   RESERVE FOR POSSIBLE LOAN LOSSES             (1,944)        (1,947)
BANK PREMISES, EQUIP, FURNITURE & FIXTURES        2,008          1,628
REAL ESTATE OWNED OTHER THAN BANK PREMISES          121            238
ACCRUED INTEREST RECEIVABLE                         953            948
DEFERRED INCOME TAXES                               851            629
OTHER ASSETS                                        900          1,358
                                                -------        -------
TOTAL ASSETS                                    153,079        148,673
                                                =======        =======
LIABILITIES AND CAPITAL
DEPOSITS IN DOMESTIC OFFICES:
   DEMAND                                         9,007          7,959
   SAVINGS                                       60,903         54,490
   TIME                                          62,139         64,155
LIABILITIES FOR BORROWED MONEY                      862          1,866
FEDERAL FUNDS PURCHASED                               0            865
ACCRUED INTEREST PAYABLE                            401            409
ACCRUED FEDERAL INCOME TAXES                        156              0
OTHER LIABILITIES                                 1,329          1,225
                                                -------        -------
TOTAL LIABILITIES                               134,797        130,969
                                                -------        -------
EQUITY CAPITAL
   CAPITAL STOCK:
   COMMON STOCK: PAR VALUE $2.50
   AUTHORIZED 5,000,000 SHARES:
   848,180 SHARES ISSUED - 1997                   2,120          2,120      
                                                       
   422,590 SHARES ISSUED - 1996
   SURPLUS                                        5,357          5,357
UNDIVIDED PROFITS                                10,951         10,236
NET UNREALIZED (LOSS) ON MARKETABLE SEC              96            236
LESS: COST OF TREASURY STOCK                       (242)         (245)
                                                -------        -------
TOTAL EQUITY CAPITAL                             18,282         17,704
                                                -------        -------
TOTAL LIABILITIES AND CAPITAL                   153,079        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                               03-31-97      03-31-96
----------                                     -------       -------

INTEREST AND FEES ON LOANS                    2,282,195      2,163,491
INTEREST ON INVESTMENT SECURITIES:
  HELD TO MATURITY                              118,360        108,645
  AVAILABLE FOR SALE                            454,422        411,456
INTEREST ON FED FUNDS SOLD                        3,681          4,068
INTEREST ON DEPOSITS WITH BANKS                  59,120         43,155
                                                -------        -------
                                              2,917,778      2,730,815
INTEREST EXPENSE
----------
INTEREST ON DEPOSITS                          1,223,463      1,188,515
INTEREST ON FED FUNDS PURCHASED AND
  SECURITIES SOLD UNDER REPO AGREEMENTS          13,716          5,387
INTEREST ON BORROWED MONEY                       18,659          7,895
                                                -------        -------
                                              1,255,838      1,201,797
                                                -------        -------
NET INTEREST INCOME                           1,661,940      1,529,018
PROVISION FOR LOAN LOSSES                             0              0
                                                -------        -------
NET INTEREST INCOME AFTER PROV FOR LL         1,661,940      1,529,018

OTHER INCOME:
TRUST DEPARTMENT INCOME                          83,046         78,670
SERVICE CHARGES ON DEPOSIT ACCOUNTS              77,340         71,027
OTHER SERVICE CHARGES                            23,433         21,487
OTHER OPERATING INCOME                           12,287          5,781
INVESTMENT SECURITIES GAINS(LOSSES)             237,667         40,372
                                                -------        -------
                                                433,773        217,337
                                                -------        -------
OTHER EXPENSES:
SALARIES, WAGES AND OTHER BENEFITS              534,975        484,312
OCCUPANCY EXPENSE OF BANK PREMISES               69,740         69,043
FURNITURE AND FIXTURE EXPENSE                    81,555         79,973
OTHER OPERATING EXPENSES                        401,285        331,131
                                                -------        -------
                                              1,087,555        964,459
                                                -------        -------
INCOME BEFORE TAXES                           1,008,158        781,896
APPLICABLE INCOME TAXES                         293,000        217,300
                                                -------        -------
NET INCOME                                      715,158        564,596
                                               ========        =======
COMMON SHARE DATA:
NET INCOME PER SHARE                                  0.85           1.34    
NUMBER OF SHARES OUTSTANDING                    840,298        422,590
THE NOTES TO FINANCIAL STATEMENTS ARE AN
INTEGRAL PART OF THESE STATEMENTS
                                      4

TOWER BANCORP INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(,000 OMITTED)                                 PERIOD          PERIOD
                                               ENDED           ENDED        
                                               03-31-97        03-31-96
CASH FLOWS FROM OPERATING ACTIVITIES:         -------          -------
  NET INCOME                                        715            565
ADJ TO RECONCILE NET CASH
  DEPRECIATION AND AMORTIZATION                      66             65
  PROVISION FOR LOAN LOSSES                           0              0       
  GAIN ON SALE OF INVESTMENT SECURITIES             238             40
  LOSS ON DISPOSAL OF EQUIPMENT                       0              0
  PROVISION FOR DEFERRED TAXES                    (222)          (177)
  (INCREASE) IN OTHER ASSETS                        458           (90)
  (INCREASE) IN INTEREST RECEIVABLE                 (5)              2
  INCREASE IN INTEREST PAYABLE                      (8)              2
  (DECREASE) IN ACCRUED INCOME TAXES                156            217
  (DECREASE) IN OTHER LIABILITIES                   104          (229)
  OTHER, NET                                      (455)          (378)
                                                -------        -------
NET CASH PROVIDED BY OPERATING ACTIVITIES         1,047             17
                                                -------        -------
CASH FLOWS FROM INVESTING ACTIVITIES:
  LOANS (NET)                                   (1,597)        (1,472)
  PURCHASES OF BANK PREMISES, EQUIPMENT,
    FURN & FIX                                    (380)           (25)
  SALES OF OTHER REAL ESTATE                        117              0
  INT BEARING W/BANKS (NET)                        (82)           (12)
  SECURITIES (NET)                                 (65)          (282)
                                                -------        -------
NET CASH (USED) BY INVESTING ACTIVITIES         (2,007)        (1,791)
                                                -------        -------
CASH FLOWS FROM FINANCING ACTIVITIES:
  NET DECREASE IN DEMAND AND SAVINGS DEPOSITS     7,461          2,088
  CERTIFICATES OF DEPOSIT (NET)                 (2,016)        (1,300)
  NET CHANGE IN FED FUNDS                       (2,025)              0       
  DEBT (NET)                                    (1,004)            483
  PROCEEDS FROM SALE OF CAPITAL STOCK                 0              0
  CASH DIVIDENDS PAID                                 0              0
                                                -------        -------
NET CASH PROVIDED BY FINANCING ACTIVITIES         2,416          1,271
                                                -------        -------
  NET INCREASE IN CASH AND CASH EQUIVALENTS       1,456          (503)
  CASH AND CASH EQUIVALENTS AT BEGINNING OF YR    3,034          3,747
                                                -------        -------
  CASH AND CASH EQUIVALENTS AT END OF QUARTER     4,490          3,244
                                                =======        =======

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




                                      5

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

   THE RESULTS OF OPERATIONS FOR THESE PERIODS ARE NOT NECESSARILY INDICATIVE
OF THE RESULTS 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.























                                      6

                             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.  THE BANK'S INTEREST RATE SPREAD HAS DECREASED
APPROXIMATELY 15 BASIS POINTS COMPARED TO THE SAME PERIOD IN 1996.  OTHER
INCOME INCREASED BY NEARLY 100% AS THE RESULT OF SECURITY GAINS TAKEN IN
TOWER'S CORPORATE STOCK PORTFOLIO.  NET INCOME INCREASED BY $150,000 OR
26.67% AS A RESULT.  CONTINUAL PRESSURE TO RAISE DEPOSIT RATES EXISTS IN THE
BANK'S MARKET.  THE BANK HAS ALSO BOOSTED OTHER INCOME BY GENERATING
COMMISSIONS FROM THE SALE OF MUTUAL FUNDS.

THE BANK HAS NOT MADE A LOAN LOSS PROVISION IN 1997 AS IT MAINTAINS A RATIO
OF TOTAL LOANS OF 1.90%.  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.

THE BANK MAINTAINS A CAPITAL RATIO OF 9.85% AND A RISK BASED CAPITAL RATIO OF
(TIER1) 15.75.

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 SOURCES OF
LIQUIDITY CAME FROM SHORT-TERM MATURITIES OF US GOVERNMENTS, AGENCIES,
MUNICIPALS AND OTHER SECURITIES.  ADDITIONALLY THE BANK RECEIVED CASH FLOWS
FROM IT'S CMO PORTFOLIO.  THE BANK HAS UTILIZED ITS FLEXLINE AT THE FHLB HELP
FUND SOME SHORT TERM GROWTH.
















                                      7





                         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









                                      8



                                 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

                                                        








                                     9