FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549


[X] Quarterly Report Pursuant to Section 13 or 15(d)
    of the Securities Exchange Act of 1934.

For the quarterly period ended September 30, 1996
Commission File Number 33-22807-B


                               PEMI BANCORP, INC.
             (Exact name of registrant as specified in its charter)

                  New Hampshire                               02-0386832
         (State or other jurisdiction                       (I.R.S. Employer
         incorporation or organization)                    Identification No.)

                               287 Highland Street
                          Plymouth, New Hampshire 03264
                     Address of principal executive offices

                                 (603) 536-3339
              (Registrant's telephone number, including area code)

     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 twelve (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 ninety (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 practical date.

     690,401 shares of common stock are outstanding as of November 12, 1996.





<PAGE>





                                      INDEX

                               PEMI BANCORP, INC.

PART I.  FINANCIAL INFORMATION                                              PAGE

Item 1.
      Financial Statements (Unaudited)
      Consolidated Balance Sheets at September 30, 1996
      and December 31, 1995 ..............................................   3
      
      Consolidated Statements of Income for the Three and Nine
      Months Ended September 30, 1996 and 1995............................   4
      
      Consolidated Statements of Cash Flows for the Nine
      Months Ended September 30, 1996 and 1995 ...........................   5
      
      Notes to Consolidated Financial Statements .........................   7
Item 2.
      Management's Discussion and Analysis of Financial Condition
      and Results of Operations ..........................................   8
      
PART II. OTHER INFORMATION
      
Item 1.
      Legal Proceedings ..................................................  13
      
Item 2.
      Changes in Securities...............................................  13
      
Item 3.
      Defaults Upon Senior Securities.....................................  13
      
Item 4.
      Submission of Matters to a Vote of Security Holders ................  13
      
Item 5.
      Other Information...................................................  13
      
Item 6.
      Exhibits and Reports on Form 8-K....................................  13
      
      Signatures..........................................................  14


                                       2

<PAGE>

                               PEMI BANCORP, INC.
                               ------------------
                           CONSOLIDATED BALANCE SHEETS
                    September 30, 1996 and December 31, 1995
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                              9/30/96                       12/31/95
<S>                                              <C>                              <C>               
ASSETS
Cash & due from banks                            $          4,956,894             $        4,918,185
Interest bearing deposits with
   other banks                                                    308                            485
                                                     ----------------              -----------------
Total Cash & Cash Equivalents                               4,957,202                      4,918,670
Securities held to maturity                                12,534,961                     14,999,810
   (approximate market value of
    $12,288,160 and $14,926,264,
    respectively)

Securities available-for-sale                              18,643,768                      8,113,477
   (listed at fair value)
FRB/FHLB Stock                                                819,850                        819,850
Federal Funds Sold                                                  0                      3,300,000
Total Loans                                                88,598,738                     81,447,021
Reserve for Loan Losses                                     1,365,882                      1,359,979
                                                     ----------------              -----------------
Net loans                                                  87,232,856                     80,087,042
Other real estate owned                                        54,193                         61,701
Bank premises & equipment                                   4,049,140                      3,481,386
Other assets                                                1,787,841                      1,540,581
                                                     ----------------              -----------------
Total Assets                                     $        130,079,811             $      117,322,517
                                                     ================              =================

LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:
   Demand                                        $         16,217,164             $       14,023,174
   Now & money market                                      28,185,191                     27,995,197
   Savings                                                 16,059,764                     12,938,174
   Time $100,000 & over                                     5,194,662                      4,889,539
   Other time                                              39,866,362                     36,570,133
                                                     ----------------              -----------------
   Total Deposits                                         105,523,143                     96,416,217
Short-term borrowings                                       8,000,000                      7,000,000
Long-term borrowings                                        2,491,525                        491,525
Other liabilities                                           2,003,540                      2,020,717
                                                     ----------------              -----------------
Total Liabilities                                         118,018,208                    105,928,459
Stockholders' Equity
   Common stock par value $1.00
   2,000,000 shares authorized
   751,901 issued and 690,401
   shares outstanding                                         751,901                        751,901
Additional paid in capital                                  2,384,329                      2,384,329
Retained earnings                                           9,749,581                      8,885,889
Treasury stock, at cost (61,500                              (615,000)                      (615,000)
shares)
Unrealized gain/(loss)
   Securities available-for-sale,net                         (209,208)                       (13,061)
                                                     ----------------              -----------------
Total Stockholders' Equity                                 12,061,603                     11,394,058
                                                     ----------------              -----------------
Total Liabilities & Stockholders'                $        130,079,811          $         117,322,517
Equity                                               ================              =================
</TABLE>

     The accompanying notes are an intergral part of these financial statements.


                                       3

<PAGE>

                               PEMI BANCORP, INC.
                               ------------------
                        CONSOLIDATED STATEMENTS OF INCOME
       Three and Nine Months Ended September 30, 1996 & September 30, 1995
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended                     Nine Months Ended
                                                       9/30/96          9/30/95            9/30/96             9/30/95
<S>                                          <C>                 <C>              <C>                  <C>             
Interest and dividend income:
   Interest and fees on loans                $       2,060,009   $     2,076,561  $       6,132,946    $      6,077,569
   Interest on deposits in other banks                   1,805                72             24,834                 581
   Interest on federal funds sold                       23,424            53,661             40,385              62,016
   Interest and dividends on securities
      U.S. Government & agency securities               34,428            22,758            106,578              78,644
      State & municipal securities                      65,676            40,074            197,350             114,020
      Other securities                                 402,978           238,816          1,060,252             716,810
                                                --------------     -------------      -------------        ------------
Total interest & dividend income             $       2,588,320   $     2,431,942  $       7,562,345    $      7,049,640

Interest Expense:
   Now & money market accounts                         153,487           154,823            438,379             468,933
   Savings deposits                                    102,073            90,235            288,957             274,188
   Time deposits $100,000 and over                      72,915            67,260            228,381             161,277
   Other time deposits                                 595,683           506,839          1,750,236           1,314,993
   Short-term borrowing                                132,814           135,098            343,242             328,896
   Long-term borrowing                                  12,755            19,046             27,734             149,034
                                                --------------     -------------      -------------        ------------
Total interest expense                               1,069,727           973,301          3,076,929           2,697,321
                                                --------------     -------------      -------------        ------------
Net interest income                          $       1,518,593   $     1,458,641  $       4,485,416    $      4,352,319
Provisions for loan losses                              44,000            30,000            116,000              82,500
                                                --------------     -------------      -------------        ------------
Net interest income after provision
   for loan losses                           $       1,474,593   $     1,428,641  $       4,369,416    $      4,269,819

Non interest income:
   Service charges deposit accounts          $         106,788   $       110,268  $         343,282    $        339,449
   Other services charges & fees                        63,404            73,845            159,779             184,243
   Security gains (losses)                                   0                 0                  0                   0
                                                --------------     -------------      -------------        ------------
Total non interest income                    $         170,192   $       184,113  $         503,061    $        523,692

Non interest expense:
   Salaries and wages                        $         483,062   $       474,193  $       1,415,604    $      1,371,041
   Pensions and other employee benefits                116,360           130,438            356,946             388,751
   Occupancy expense                                    91,375            82,418            270,443             255,994
   Furniture & equipment expense                       133,408           119,737            385,314             327,983
   Other operating expense                             318,287           289,320          1,013,467             996,181
                                                --------------     -------------      -------------        ------------
Total non interest expense                   $       1,142,492   $     1,096,106  $       3,441,774    $      3,339,950
                                                --------------     -------------      -------------        ------------

Income before income taxes                   $         502,293   $       516,648  $       1,430,703    $      1,453,561
                                                --------------     -------------      -------------        ------------
Income taxes                                           162,450           173,200            463,450             486,400
                                                --------------     -------------      -------------        ------------

Net income                                   $         339,843   $       343,448  $         967,253    $        967,161
                                                ==============     =============      =============        ============
Earnings per share based upon
     690,401 shares                          $            0.49   $          0.50  $            1.40    $           1.40
</TABLE>

   The accompanying notes are an intergral part of these financial statements.


                                       4

<PAGE>

                               PEMI BANCORP, INC.
                               ------------------
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            Nine Months Ended September 30, 1996 & September 30, 1995
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                               9/30/96                   9/30/95
<S>                                                                  <C>                        <C>             
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                                           $         967,253          $        967,161
ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH
     PROVIDED BY OPERATING ACTIVITIES:
Amortization of core deposit intangible                                          8,750                         0
Amortization, net of accretion of securities held-to-maturity                   73,640                    69,797
Amortization, net of accretion of securities                                    29,280                     8,319
available-for-sale
Depreciation on bank premises and equipment                                    258,450                   232,865
Provision for possible loan losses                                             116,000                    82,500
Decrease in deferred taxes                                                      22,100                     1,700
Increases (decrease) in taxes payable                                           12,895                  (103,643)
Decrease (Increase) in interest receivable                                      78,000                   (48,351)
Increase in interest payable                                                   212,876                   349,641
Increase in accrued expenses                                                    30,580                    20,740
 (Increase) in prepaid expenses                                                (61,212)                  (76,206)
(Decrease) in unearned income                                                 (138,906)                  (38,548)
(Gain) on sale of other real estate owned                                      (19,299)                   (6,800)
Other real estate owned writedowns                                              25,000                    76,800
Sale of bank equipment                                                           7,880                         0
                                                                       ---------------             -------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                            $       1,623,287          $      1,535,975

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds received in connection with the purchase of
     branch and assumption of related deposits from another
     financial institution                                           $       6,353,873
Proceeds from sales of other real estate owned                                 177,508          $          6,700
Proceeds from maturities of securities available-for-sale                    1,634,634                   181,093
Purchase of securities available-for-sale                                  (12,513,768)               (1,015,703)
Proceeds from maturities of securities held-to-maturity                      2,391,209                 1,975,572
Purchase of securities held-to-maturity                                              0                (1,156,168)
Net (increase) decrease in loans                                            (7,309,837)                  349,468
Capital expenditures                                                          (609,084)                 (208,565)
Recoveries of previously charged-off loans                                      15,609                    34,803
(Decrease) increase in other liabilities                                       (18,080)                    8,920
(Increase) decrease in federal funds sold                                    3,300,000                (3,700,000)
Decrease (increase) in other assets                                              3,517                    (3,675)
                                                                       ---------------             -------------
NET CASH USED IN INVESTING ACTIVITIES                                $      (6,574,419)         $     (3,527,555)

                            (Continued on next page)


                                       5

<PAGE>

CONSOLIDATED STATEMENT OF CASH FLOWS
(Continued from previous page)
                                                                               9/30/96                   9/30/95
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock                                           $               0          $       (317,000)
Net increase (decrease) in demand, NOW, money market
     and savings accounts                                                    1,729,415                (5,182,277)
Net increase in certificates of deposit                                        619,257                 7,286,629
Net increase in short-term borrowings                                        1,000,000                 5,000,000
Net increase (decrease) in long-term borrowings                              2,000,000                (4,000,000)
Dividends paid                                                                (359,008)                 (330,360)
                                                                       ---------------             -------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                  $       4,989,664          $      2,456,992

NET  INCREASE  IN CASH AND CASH
   EQUIVALENTS                                                                  38,532                   465,412

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                               4,918,670                 3,542,341
                                                                       ---------------             -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $       4,957,202          $      4,007,753
                                                                       ===============             =============

SUPPLEMENTAL DISCLOSURES:

Assets acquired and liabilities assumed from another
     financial institution
        Overdraft protection loans                                   $           4,381          $              0
        Premises and equipment                                                 225,000                         0
        Core deposit intangible                                                175,000                         0
        Deposits                                                             6,758,254                         0
Loans originating from sales of other real estate owned                         62,500                         0
Loans transferred to other real estate owned                                   195,000                         0
Interest paid                                                                3,076,929                 2,347,680
Income taxes paid                                                              463,450                   588,343
</TABLE>

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


                                       6

<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                               September 30, 1996

1.   Financial information furnished herein reflects all adjustments which are
     of a normal and recurring nature and which, in the opinion of management,
     are necessary for a fair presentation of the results of operations for
     interim periods.

2.   Results of operations for the three and nine month period ended September
     30, 1996 are not necessarily indicative of the results to be expected for
     the entire year.

3.   Financial Statements for interim periods, by their very nature, require
     estimations which necessarily result in greater imprecision than those
     associated with annual financial statements.


                                       7

<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

INTRODUCTION

         The following discussion and related consolidated  financial statements
include Pemi Bancorp, Inc. (the "Company") and its wholly-owned subsidiary,  the
Pemigewasset National Bank (the "Bank").

FINANCIAL CONDITION

         Through the first nine months of 1996,  the Company's  total net income
increased from $967,161 to $967,253, compared to the same period last year.

         The Company's total assets increased 10.9% to $130,079,811 at September
30, 1996 as compared to  $117,322,517  at December 31, 1995.  Federal Funds Sold
decreased from $3,300,000 at December 31, 1995 to $0 at September 30, 1996. Cash
and Cash Equivalents  increased from $4,918,670 to $4,957,202 during the period,
while  Securities  Available-for-Sale  increased from $8,113,477 to $18,643,768.
During this period,  net loans  increased  8.9% or $7,145,814 to  $87,232,856 at
September 30, 1996 as compared with $80,087,042 at December 31, 1995, reflecting
a modest increase in loan demand.

         For the  first  nine  months  of 1996,  the  Bank's  Provisions  to the
Allowance  for Loan and Lease  Losses  (ALLL)  amounted to $116,000  compared to
$82,500  for the first  nine  months of 1995.  On  September  30,  1996 the ALLL
balance was  $1,365,882  or 1.54% of total loans,  as compared to  $1,359,979 or
1.67% of total loans as of December 31, 1995.  The adequacy of the ALLL is based
on an  evaluation  by  Management  and the Board of  Directors  of  current  and
anticipated economic conditions,  changes in the diversification,  size and risk
within the loan portfolio, and other factors.

         Non-performing  loans amounted to $663,776 as of September 30, 1996, as
compared to $541,303,  as of December 31, 1995, reflecting a net increase in two
nonperforming  loans. The ratio of  nonperforming  loans to total loans remained
low, increasing from .66% to .75% and the ratio of nonperforming assets to total
assets remained virtually unchanged at .51%,  reflecting the fundamentally sound
quality of the Bank's assets.

         The Bank  implemented SFAS No. 114, as amended by SFAS No. 118, as part
of the  review  and  adoption  of  policies  regarding  the ALLL by the Board of
Directors on February 21, 1995.  The effects of  implementing  SFAS Nos. 114 and
118,  respectively,  were not  material,  and  require  that  impaired  loans be
measured on a loan by loan basis by either the present value of expected  future
cash  flows  discounted  at the  loan's  effective  interest  rate,  the  loan's
observable  market  price,  or the fair value of the  collateral  if the loan is
collateral dependent.


                                       8

<PAGE>

         Total cash and cash  equivalents  increased  $38,532  and  amounted  to
$4,957,202 at September  30, 1996,  compared to $4,918,670 at December 31, 1995.
Securities  held-to-maturity  decreased over the same period from $14,999,810 to
$12,534,961,  or $2,464,849,  due to the maturity of certain  securities and the
redeployment of the resulting cash.

RESULTS OF OPERATIONS

         The Company  generated net income of $967,253 for the nine month period
ended  September  30, 1996 as compared with net income of $967,161 for September
30, 1995.  Taxes decreased from $486,400 for the nine months ended September 30,
1995 to $463,450 for the nine months ended September 30, 1996.

         Earnings  were  $1.40 per share for for the first  nine  months of 1995
compared to $1.40 per share for the first nine months of 1996.

         For the nine month period ended  September 30, 1996,  interest and fees
on loans amounted to $6,132,946, which represented an increase of .9% or $55,377
from the  comparable  period in 1995.  This can be attributed to increased  loan
balances compared to the previous year. Interest and dividends on securities for
the nine month  period  ended  September  30,  1996  amounted to  $1,364,180  as
compared with $909,474 from the same period in 1995,  which reflects an increase
of $454,706 or 50%. This increase is a result of the growth in deposit balances.
Interest on federal funds sold for the nine month period  decreased from $62,016
to $40,385,  which represents a decrease of 34.9%. This decrease is due to lower
average federal funds sold balances.

         Corresponding  total  interest  expense for the nine month period ended
September  30,  1996 was higher  than the same period in fiscal 1995 by 14.1% or
$379,608, which can be attributed to an increase in deposit balances.

         Total non interest income for the nine month period ended September 30,
1996  decreased  $20,631 or 3.9% to $503,061  from $523,692 when compared to the
first nine months of 1995. This decrease is primarily  attributable to decreases
in service charges and fee income.

         Total non interest  expense  amounted to $3,441,774  for the first nine
months of 1996 as compared with  $3,339,950,  reflecting an increase of $101,824
compared to the  corresponding  period in fiscal year 1995.  This increase stems
primarily from higher personnel costs and increased equipment expense.


                                       9

<PAGE>

LIQUIDITY

         Banking   institutions   measure  liquidity  as  the  ability  to  meet
unexpected deposit withdrawals of a short-term nature and to meet increased loan
demand. It is Management's objective to ensure a continuous ability to meet cash
needs as they arise.  As of September 30, 1996 the Bank's  liquidity ratio stood
at 13.6% as compared to 11.6% at December 31, 1995. With available FHLB Advances
included, these ratios become 32.0% and 35.5%, respectively. Management believes
the Bank's liquidity to be adequate to meet the needs of the Bank.

         The Bank  increased  its  long  term  borrowings  by  $2,000,000,  from
$491,525 at  December  31, 1995 to  $2,491,525  at  September  30,  1996.  These
borrowings, along with increased deposits of $2,193,990 resulting primarily from
the purchase of deposits  attributable  to the Campton  Branch of First NH Bank,
were  deployed at least  temporarily  into  securities  available-for-sale.  The
Bank's securities  available-for-sale  increased  $10,530,291 from $8,113,477 at
September  30,  1995  to  $18,643,768  at  September  30,  1996.  The  strategic
deployment of assets is intended to enhance liquidity and income until such time
as the Bank can redeploy such assets to higher yielding loans.

         The Bank is  authorized  to  borrow  from the  Federal  Home  Loan Bank
("FHLB").  FHLB advances have become the Bank's primary borrowing  vehicle.  The
Bank  borrows  from  the FHLB  for  liquidity  management,  interest  rate  risk
management, to match the funding of loans or investments, for profit enhancement
opportunities and to reduce the Bank's marginal cost of funds.

INTEREST RATE SENSITIVITY ANALYSIS

         The Bank manages  Interest Rate Risk through use of an  asset/liability
funding  matrix  report  supported  by a GAP  report.  The  potential  impact on
earnings due to changes in interest rates is also  evaluated  through the use of
an income simulation model.

         The Bank's analysis of interest rate sensitivity format is divided into
four (4) components.  The first component is to evaluate information  concerning
various  maturities of rate sensitive  assets.  The second component  identifies
rate sensitive liabilities. The third component identifies interval gaps and the
fourth component evaluates cumulative gap analysis.

         Rate sensitive assets and rate sensitive liabilities are catagorized by
their repricing characteristics and evaluated.

         The Bank  evaluates the difference  between Rate  Sensitive  Assets and
Rate Sensitive Liabilities at various intervals and attempts to match or control
the ratio of such assets within prudent ranges.

         Finally,  the Bank  evaluates the  cumulative  GAP  measurement  of GAP
positions at various time intervals.


                                       10

<PAGE>

         The  GAPs at time  intervals  indicate  the  timing  of the  effect  of
interest  rate  changes on income.  The  Cumulative  GAP  indicates  the overall
magnitude and direction of rate risk exposure.

         It may be less costly to adjust the GAP in a negative direction than in
a positive  direction because capital losses may be generated if the maturity of
the investment  portfolio is shortened to move the GAP in a positive  direction.
However,  the greater the Bank's ability to replace short-term  liabilities with
long-term  liabilities,  the  easier  it is to  adjust  the  GAP  in a  positive
direction.

         Should the Interest Rate Risk  Sensitivity  Analysis  indicate that the
Bank is  asset  sensitive  (more  rate  sensitive  assets  than  rate  sensitive
liabilities),  then  rising  rates  will have a  positive  impact  on  earnings;
however, falling rates will negatively affect earnings.

         Should the analysis indicate liability  sensitivity,  then rising rates
will tend to reduce  earnings  and  falling  rates  will tend to have a positive
impact on earnings.

         Modeling is used to forecast how net interest income, and therefore net
income,  varies under alternative interest rate and business activity scenarios.
The Bank then compares the risk, or income volatility, associated with a variety
of different future rate scenarios.

         As of September 30, 1996,  the Bank has a positive GAP position  which,
in a rising interest rate environment  would have a slightly  positive effect on
the Bank's earnings and, in a declining  interest rate environment  would have a
slightly negative effect on earnings.  Management  believes the current level of
interest rate risk to be prudent in this economic  environment  and continues to
monitor and manage the Bank's GAP  position to avoid an  inappropriate  level of
interst rate risk.

CAPITAL RESOURCES

         The equity  capital of the Company as of September 30, 1996 amounted to
$12,061,603  or 9.27% of total assets.  At December 31, 1995, the equity capital
amounted to $11,394,058 or 9.71 % of total assets.

         The Bank and the  Company  are  required  to  maintain  capital  levels
consistent with the capital requirements of the Office of the Comptroller of the
Currency and the Federal  Reserve  System.  The Office of the Comptroller of the
Currency's capital  guidelines  require a ratio of Total Capital  (consisting of
capital,  surplus and the allowance for loan losses up to 1.25% of risk weighted
assets) to be equal to at least 8.00% of risk weighted assets. Additionally, the
Bank must  maintain  Tier 1 Capital  (which under the  regulations,  consists of
common stockholders' equity, noncumulative perpetual preferred stock and related
surplus,   and  minority  interests  in  the  equity  accounts  of  consolidated
subsidiaries) in amounts not less than 3.00% of adjusted total assets (or 100 to
200 basis  points or more higher in cases of banks which do not receive the best
composite  ratings).  As of September 30, 1996, Total Capital amounted to 17.69%
of risk  weighted  assets,  and Tier 1 Leverage  Capital of the Bank amounted to
approximately  9.45  %  of  adjusted  average  assets,  substantially  exceeding
applicable  minimum  regulatory  requirements.  The Bank and the  Company are in
compliance with all applicable capital requirements.


                                       11

<PAGE>

EFFECTS OF INFLATION

         Inflation affects the growth of total assets by increasing the level of
loan  demand and  creating  the need to increase  equity  capital at higher than
normal  rates in order to  maintain  an  appropriate  ratio of equity to assets.
Interest  rates in particular  are  significantly  affected by  inflation.  (See
"Interest  Rate  Sensitivity  Analysis").  In addition to its effect on interest
rates,  inflation  directly affects the Company by increasing the Company's cost
of funds and operating expenses. Currently, low inflation has been beneficial in
holding down the Bank's cost of funds.


                                       12

<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings- None

Item 2.  Changes in Securities- None

Item 3.  Defaults upon Senior Securities- None

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
                   Exhibit Number
                   --------------
                       (27)      Financial Data Schedule
           (b)  The Company did not file any Reports on Form 8-K during the
                quarter ended September 30, 1996.


                                       13

<PAGE>


                                   SIGNATURES

         Pursuant to  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.



                                                PEMI BANCORP, INC.



Date  November 12, 1996                         By /s/ Fletcher W. Adams
      ------------------                           ---------------------
                                                   Fletcher W. Adams
                                                   President and Treasurer
                                                   (Chief Executive Officer)


                                                By /s/ Keith L. Philbrick
                                                   ----------------------
                                                    Keith L. Philbrick
                                                    Chief Financial Officer


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