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, 1997        

                                        OR
 
          (  )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from             to

                      Commission file number           0-12524   

                              Hanover Bancorp, Inc.                  
                 (Exact name of registrant as specified in its charter)

                   Pennsylvania                          23-2219814
          (State or other jurisdiction of       (I.R.S. Employer Identification
              incorporation or organization)                     Number) 

                     33 Carlisle Street, Hanover, Pennsylvania 17331
                   (address of principal executive office and zip code)

                                        (717) 637-2201
                    Registrant's Telephone Number, including area code

                                                                           
      
   (Former name, former address and former fiscal year, if changed since last
                                         report)

     Indicate by check mark whether the registrant (1)  has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for 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.

     CLASS                            OUTSTANDING  September 30, 1997
   Common Stock,                         2,934,400 shares            
 par value $1.11 per share                                                  


<PAGE>
                                   INDEX


           HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY


                                                                     Page #
Part I.    Financial Information

     Item 1.  Financial Statements (Unaudited)

              Consolidated Balance Sheets -            
              September 30, 1997, and December 31, 1996 . . . . . . .  3

              Consolidated Statements of Income -      
              Three Months Ended September 30, 1997 and 1996  . . . .  4

              Consolidated Statements of Income -      
              Nine Months Ended September 30, 1997 and 1996  . . . . . 5

              Consolidated Statements of Cash Flows -             
              Nine Months Ended September 30, 1997 and 1996  . . . . . 6

              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. . . . . . . . . . . . . . . . . . .  18

     Item 2.  Changes in Securities. . . . . . . . . . . . . . . . .  18

     Item 3.  Defaults Upon Senior Securities. . . . . . . . . . . .  18

     Item 4.  Submission of Matters to a Vote of Security Holders. .  18

     Item 5.  Other Information. . . . . . . . . . . . . . . . . . .  18

     Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . .  18


Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
                                     

<PAGE>
                      PART I.  FINANCIAL INFORMATION
<TABLE>
           HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY
                        Consolidated Balance Sheets
<CAPTION>
                                                          (Unaudited)
                                                    September 30  December 31
                                                       1997         1996  
                                                    (In thousands of dollars)
<S>                                                 <C>          <C>
ASSETS:
  Cash and due from banks                           $  14,385    $ 15,955
  Federal funds sold                                    8,700         ---
     CASH AND CASH EQUIVALENTS                         23,085      15,955
  Interest bearing deposits with other banks               38          72
Investment securities:
    Available-for-sale                                 92,802      72,005
    Held-to-maturity (market value -
      $3,004 and $4,087 respectively)                   2,990       4,097
                                                       95,792      76,102
  Loans:
    Commercial, financial, and agricultural            32,082      31,991
    Real estate-construction                            4,730       3,775
    Real estate-commercial mortgage                    33,261      29,563
    Real estate-residential mortgage                  130,062     119,383
    Consumer                                           68,219      69,861
                                                      268,354     254,573
    Less:  Allowance for loan losses                   (2,616)     (2,403)
      NET LOANS                                       265,738     252,170
  Premises and equipment                                7,012       7,075
  Accrued income receivable                             2,572       2,348
  Other assets                                          3,052       2,407
      TOTAL ASSETS                                   $397,289    $356,129

LIABILITIES AND SHAREHOLDERS' EQUITY:
  Deposits:
    Non-interest bearing                             $ 25,483    $ 29,128
    Interest bearing                                  297,549     267,876
      TOTAL DEPOSITS                                  323,032     297,004
  Borrowed funds:
    Short-term borrowings                              11,273      13,052
    Long-term borrowings                               25,528      11,248
                                                       36,801      24,300
  Accrued interest                                      2,781       2,116
  Other liabilities                                     1,107         811
  Dividends payable                                       381         357
      TOTAL LIABILITIES                               364,102     324,588

SHAREHOLDERS' EQUITY:
  Common stock, $1.11 par value; authorized, 
    shares issued and outstanding: 1997-2,934,400
    shares; 1996-2,969,441 shares                       3,256       3,296
  Surplus                                              18,679      18,659
  Unrealized gains on securities
    available-for-sale                                  1,195         598
  Retained earnings                                    10,057       8,988
      TOTAL SHAREHOLDERS' EQUITY                       33,187      31,541
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $397,289    $356,129 
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
          HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY
                     Consolidated Statements of Income
<CAPTION>
                                                            (Unaudited)
                                                        Three Months Ended
                                                            September 30 
                                                          1997       1996   
                                                     (In thousands of dollars,
                                                      except per share data)
<S>                                                     <C>        <C>
INTEREST INCOME:
  Interest and fees on loans                            $ 5,764    $ 5,194
  Interest on federal funds sold                            182        144
  Interest on short-term investments                         47         75
  Investment securities:
    Taxable                                                 957        777
    Tax Exempt                                              297        265
                                                          1,254      1,042
      Total Interest Income                               7,247      6,455

INTEREST EXPENSE:
  Interest on deposits                                    3,217      2,816
  Interest on borrowed funds                                402        247
      Total Interest Expense                              3,619      3,063
      Net Interest Income                                 3,628      3,392

PROVISION FOR LOAN LOSSES                                   180        120
      Net Interest Income After
      Provision For Loan Losses                           3,448      3,272

OTHER INCOME:
  Trust department income                                   178        174
  Service charges on deposit accounts                       291        227
  Other operating income                                    205        151
  Securities gains                                           89        133 
                                                            763        685
 OTHER EXPENSE:
  Salaries                                                1,314      1,298
  Pensions and other employee benefits                      229        247
  Occupancy expense                                         236        231
  Equipment expense                                         257        223
  Marketing and advertising                                 128        118
  FDIC Insurance                                             10        ---
  Other operating expense                                   721        651
                                                          2,895      2,768

      Income Before Income Taxes                          1,316      1,189
INCOME TAXES                                                344        303
      NET INCOME                                        $   972    $   886 

PER SHARE DATA:

Net income                                              $   .33    $   .29
  
Cash dividends declared                                 $   .13    $   .12
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
          HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY
                     Consolidated Statements of Income
<CAPTION>
                                                            (Unaudited)
                                                          Nine Months Ended
                                                            September 30 
                                                          1997       1996   
                                                      (In thousands of dollars,
                                                      except per share data)
<S>                                                     <C>        <C>
INTEREST INCOME:
  Interest and fees on loans                            $16,845    $14,577
  Interest on federal funds sold                            309        662
  Interest on short-term investments                        112        178
  Investment securities:
    Taxable                                               2,611      2,367
    Tax Exempt                                              894      1,023
                                                          3,505      3,390
      Total Interest Income                              20,771     18,807

INTEREST EXPENSE:
  Interest on deposits                                    9,017      8,209
  Interest on borrowed funds                              1,080        811
      Total Interest Expense                             10,097      9,020
      Net Interest Income                                10,674      9,787

PROVISION FOR LOAN LOSSES                                   480        360
      Net Interest Income After
      Provision For Loan Losses                          10,194      9,427

OTHER INCOME:
  Trust department income                                   554        542
  Service charges on deposit accounts                       791        655
  Other operating income                                    535        462
  Securities gains                                          283        476 
                                                          2,163      2,135
 OTHER EXPENSE:
  Salaries                                                3,883      3,780
  Pensions and other employee benefits                      805        822
  Occupancy expense                                         706        689
  Equipment expense                                         746        674
  Marketing and advertising                                 383        335
  FDIC Insurance                                             28          2
  Other operating expense                                 2,083      1,849
                                                          8,634      8,151

      Income Before Income Taxes                          3,723      3,411
INCOME TAXES                                                959        786
      NET INCOME                                        $ 2,764    $ 2,625 

PER SHARE DATA:

Net income                                              $   .94    $   .86
  
Cash dividends declared                                 $   .37    $   .34
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
           HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

                   Consolidated Statements of Cash Flows
<CAPTION>
                                                          (Unaudited)
                                                       Nine Months Ended
                                                         September 30
                                                      1997         1996  
                                                  (In thousands of dollars)
<S>                                                  <C>          <C>
OPERATING ACTIVITIES:
  Net income                                         $ 2,764      $ 2,625
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Provision for loan losses                          480          360
      Provision for depreciation and amortization        664          566
      Securities gains                                  (283)        (476)
      (Increase)decrease in net deferred tax assets     (184)         232
      (Increase)decrease in interest receivable         (224)         122 
      Increase in interest payable                       665          661
      Increase in other assets                          (649)        (977)
      Increase in other liabilities                       14          458 
      Increase (decrease) in accrued taxes               162         (167)
                              NET CASH PROVIDED BY
                              OPERATING ACTIVITIES     3,409        3,404

INVESTING ACTIVITIES:
  Net increase in loans                              (22,490)     (39,059)
  Proceeds of loan sales                               8,442        5,710
  Proceeds from sale of
    available-for-sale investment securities           7,566       39,888
  Proceeds from maturities of investment securities    5,945       10,351
  Purchases of investment securities                 (32,013)     (30,652)
  Proceeds from maturities of short-term investments  25,000       34,928
  Purchases of short-term investments                (24,966)     (34,106)
  Purchases of premises and equipment                   (601)      (1,740)
                              NET CASH USED IN
                              INVESTING ACTIVITIES   (33,117)    (14,680)
FINANCING ACTIVITIES
  Net increase in demand deposits, NOW accounts,
    money market accounts, and savings accounts       20,865       11,783 
  Net increase in certificates of
    deposit and other time deposits                    5,163        9,521
  Net increase (decrease) in borrowed funds           12,501       (1,621) 
  Cash dividends paid                                 (1,066)      (1,018)
  Proceeds from issuance of common stock                  22           37
  Repurchase and retirement of common stock             (647)      (2,080) 
                              NET CASH PROVIDED BY
                              FINANCING ACTIVITIES    36,838       16,622

  INCREASE IN CASH AND CASH EQUIVALENTS                7,130        5,346

Cash and cash equivalents at beginning of period      15,955       16,655
        CASH AND CASH EQUIVALENTS AT END OF PERIOD   $23,085      $22,001
<FN>
See notes to consolidated financial statements.
</TABLE>
<PAGE>
           HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

                Notes to Consolidated Financial Statements

(1)  In the opinion of management, the accompanying unaudited consolidated
     financial statements contain all adjustments which are of a normal
     recurring nature necessary to present fairly Hanover Bancorp, Inc's.
     financial position as of September 30, 1997, and December 31, 1996,
     the results of its operations for the three months and nine months
     ended September 30, 1997 and 1996 and cash flows for the nine months
     ended September 30, 1997 and 1996.

(2)  The information contained in this report is unaudited and is subject
     to year-end adjustment and audit.

(3)  These statements should be read in conjunction with the consolidated
     financial statements and notes thereto included in the Corporation's
     Annual Report on Form 10-K for the year ended December 31, 1996.

(4)  Net income and cash dividends per share are based on the weighted
     average number of shares outstanding which were 2,935,541 during the
     quarter ended September 30, 1997; 3,016,820 during the quarter ended
     September 30, 1996; 2,952,668 during the nine months ended September
     30, 1997; and 3,062,355 during the nine months ended September 30,
     1996.

(5)  The results of operations for the nine month period ended September
     30, 1997, are not necessarily indicative of the results that may be
     expected for the year ended December 31, 1997.

(6)  Management maintains the allowance for loan losses at a level believed
     adequate to absorb potential losses in the portfolio.  Factors
     considered in evaluating the adequacy of the allowance include
     potential specific losses, past loan loss experience, the volume,
     growth and composition of the loan portfolio and the current economic
     conditions and trends.

(7)  In June 1996 the Financial Accounting Standards Board (FASB) issued
     FASB Statement No. 125, "Accounting for Transfers and Servicing of
     Financial Assets and Extinguishment of Liabilities".  FASB 125
     addresses the accounting for all types of securitization transactions,
     securities lending and repurchase agreements, collateralized borrowing
     arrangements, and other transactions involving the transfer of
     financial assets.  This statement superseded FASB Statement No. (122)
     , "Accounting  for Mortgage Servicing Rights, An Amendment of FASB
     Statement No. 65"; however, the provisions of FASB 125, in regards to
     mortgage servicing rights, are essentially the same as those of FASB
     122.  This statement is generally effective for transactions that
     occur after December 31, 1996.  As amended by FASB Statement No. 127,
     "Deferral of the Effective Date of Certain Provisions of SFAS No.
     125", certain provisions of the statement will be effective beginning
     after December 31, 1997.  This new standard did not have nor is
     expected to have, a material impact on the Corporation's liquidity,
     capital resources or results of operations.

(8)  Certain reclassifications have been made to the 1996 financial
     statements to conform with the 1997 presentation.


"""""'

<PAGE>
         HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

                Management's Discussion and Analysis of
             Financial Condition and Results of Operations


Results of Operations:

     The consolidated operations of Hanover Bancorp Inc., (the
"Corporation") are derived primarily from the operations of its wholly-
owned subsidiary, the Bank of Hanover and Trust Company (the "Bank").  The
following discussion and analysis sets forth results of operations through
the third quarter of 1997, including basic performance trends.  There are
no known trends, events or uncertainties that will have or are likely to
have a material effect on the Corporation's liquidity, capital resources or
operations.  

     All forward looking information contained in this discussion and
analysis is based on management's current knowledge of factors affecting
the Corporation's business.  Actual results may differ due to unforeseen
events such as, but not limited to, a significant downturn in the economic
environment, legislative changes or additional requirements mandated by the
numerous regulatory authorities.  All such forward-looking statements are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995.    


Third Quarter of 1997 Compared to Third Quarter of 1996:

     Net income for the three months ended September 30, 1997, increased
9.7% from 1996 while earnings per share (EPS) increased 13.8% during the
same period.  The larger relative increase in EPS reflects the positive
impact of the stock repurchase programs, as further discussed herein.

     Net interest income on a fully taxable equivalent basis was $3.8
million for the quarter ended September 30, 1997, an increase of $248,000
or 7.0% from 1996's level of $3.6 million. This increase was due to higher
earning asset levels, driven mainly by deposit and loan growth.  Net
interest margin decreased 17 basis points from 4.32% in 1996 to 4.15% in
1997. This decrease was primarily attributable to higher funding costs
caused by a shift in the funding mix towards more costly sources. This
shift has mainly been to an indexed, variable rate money market deposit
account introduced by the Corporation at the beginning of 1997. In
addition, there has been a shift to longer term certificates of deposit
(CDs) as a result of a recent promotion (further discussed herein).
Although this deposit growth has lowered the Corporation's margin, as was
anticipated by management, it has generated additional net interest income
and has positively impacted EPS and Return on Equity (ROE).

     The provision for loan losses during the third quarter of 1997
increased $60,000 or 50% over the same period of 1996.  The increase was
commensurate with the growth in the Corporation's loan portfolio.

     Other income for the three months ended September 30, 1997 increased
$78,000 or 11.4% over the same period in 1996.  This increase was
principally due to higher service charges on deposit accounts and income
realized through mortgage loan sale activity, offset by lower securities
gains.  The increase in service charges on deposit accounts was due
primarily to higher overdraft fees, resulting from a change in collection
philosophy, and higher automated teller machine (ATM) fees generated by
newly instituted noncustomer surcharging. Mortgage loan sale activity
income increased as a result of higher sales volumes relative to 1996.  The
reduced level of securities gains was due to lower sales activity within
the Corporation's community bank stock portfolio. 

     Total other expense during the quarter ended September 30, 1997 was
$127,000 or 4.6% higher than in 1996 due primarily to increases in
equipment expense and other operating expenses.  The increase in equipment
expense was associated with the full impact of a 
<PAGE>
branch opening in March 1996 and a branch relocation in October 1996.  In
addition, this increase was impacted by the placement of six remote service
ATMs in local supermarkets in December 1996 as well as continued technology
investments.  The increase in other operating expenses was largely due to
non-recurring expenditures for technology consultation and employee
recruiting.  Salary related expenses were positively impacted by temporary 
unfilled vacancies and reduced healthcare costs.    

     The level of tax-free income is the primary factor impacting the
Corporation's effective tax rate.  The Corporation recognized an income tax
provision which resulted in an effective tax rate of 26.1% for the quarter
ended September 30, 1997 up from the 25.5% rate in 1996.  The increase was
the result of ongoing investment portfolio management which caused the
levels of tax-free income to change.


Nine Months ended September 30, 1997 Compared to the Nine Months Ended
September 30, 1996:

     Net income for the nine months ended September 30, 1997, increased
$139,000 or 5.3% from the same period in 1996.  EPS increased $.08 or 9.3%
from 1996 to 1997 while ROE increased 54 basis points to 11.47% in 1997
from 10.93% in 1996.  Again, the stock repurchase programs positively
impacted EPS and ROE.

     Net interest income on a fully taxable equivalent basis was $11.2
million for the period ended September 30, 1997, an increase of $796,000 or
7.7% from the $10.4 million 1996 level.  Net interest margin decreased 2
basis points from 4.31% in 1996 to 4.29% in 1997. Net interest income
increased due to higher earning asset levels, driven by loan and deposit
growth.  The margin decrease was the result of higher funding costs caused
by the shift in the deposit mix, as discussed above, offset by an increase
in the proportion of loans to earning assets.

     The provision for loan losses during the nine months ended September
30, 1997 was $480,000 compared to $360,000 during the same period of 1996,
an increase of $120,000 or 33.3%.  The increase was largely reflective of
the growth in the Corporation's loan portfolio.  Management remains
committed to maintaining a loan loss reserve which adequately covers the
risk inherent in the loan portfolio.    

     Other income for the first nine months of 1997 was $28,000 or 1.3%
higher than in 1996.  The increase was principally due to higher service
charges on deposit accounts and income realized through mortgage loan sale
activity, offset by lower securities gains.  The increase in service
charges on deposit accounts was due primarily to higher overdraft fees, and
higher ATM fees as discussed above, while the higher mortgage sale income
was due to increased sales activity.    The reduced level of securities
gains was primarily a function of ongoing portfolio and balance sheet
management strategies in addition to lower community bank stock sales.

     Total other expense during the nine months ended September 30, 1997
was $483,000  or 5.9% higher than in 1996.  The increases in occupancy-
related expenses were largely associated with the full impact of the 1996
expansion activities in addition to investment in ATMs and technology. The
expenditures for technology consultation and employee recruiting
contributed to the increase in other operating expenses.  Marketing and
advertising increased primarily as a result of increased promotional
activity.  As discussed above, salary expenses benefited from unfilled
vacancies and lower healthcare costs.  The stabilizing level of overhead
expense, along with the increases in operating revenues, have favorably
impacted the Corporation's efficiency ratio (the cost to generate one
dollar of revenue) which declined 157 basis points from 67.62% in 1996 to
66.05% in 1997.     


<PAGE>
     The Corporation recognized an income tax provision which resulted in
an effective tax rate of 25.8% for the nine months ended September 30, 1997
up from the 23.0% rate in 1996.  The increase was the result of lower tax
free income due to ongoing investment portfolio management.

<TABLE>
Trends in Sources and Uses of Funds

<CAPTION>
                                                     Increase (Decrease)
                                    September 30   Since December 31, 1996
                                        1997          Amount    Percent 
                                            (In thousands of dollars)
<S>                                   <C>            <C>           <C>
Funding Uses:
   Interest earning assets:
      Loans                           $268,354       $13,781       5.4%
      Investment securities             95,792        19,690      25.9%
      Federal funds sold and other
        short-term investments           8,738         8,666        N/M 

   Total interest earning assets       372,884        42,137      12.7%

   Other assets                         24,405          (977)     (3.8)%  


   TOTAL USES                         $397,289       $41,160      11.6% 


Funding Sources:
   Deposits:
      Non-interest bearing            $ 25,483       $(3,645)    (12.5)% 
      Interest bearing                 297,549        29,673      11.1%
   Total deposits                      323,032        26,028       8.8%
   Other interest bearing liabilities   36,801        12,501      51.4% 
   Other liabilities                     4,269           985      30.0% 
   Shareholders' equity                 33,187         1,646       5.2%
   TOTAL SOURCES                      $397,289       $41,160      11.6%
</TABLE>

     The Corporation uses funds primarily to support its lending
activities.  Loans outstanding increased by $13.8 million or 5.4% from
December 31, 1996 to September 30, 1997.  This increase was net of loans
sold of $8.4 million.  Most of this growth came from the commercial and
residential mortgage categories.  Much of the growth in the residential
real estate category was generated through a recent promotion.  Investment
securities, another major use of funds, increased $19.7 million or 25.9%
through the first nine months of 1997. Federal funds sold and other short-
term investments also increased by $8.7 million during this period.  The
increases in investment securities and federal funds sold were due
primarily to deposit growth, fueled by the success of the new money market
account and CD promotion, outpacing loan growth.  In addition, investment
securities increased as a result of a match funding transaction with a
Federal Home Loan Bank of Pittsburgh (FHLB) borrowing executed in the
latter part of September.  Management viewed this transaction as an
opportunity to generate additional net interest income and boost EPS and
ROE without incurring significant interest rate risk.  The transaction will
effectively lower the net interest margin since the spread is more narrow
than the Corporation's overall spread.

     Deposits are the most important funding source and the primary support
for the Corporation's growth.  During the first nine months of 1997, total
deposits increased $26.0 million or 8.8%.  Interest bearing deposits
increased by $29.7 million while non-interest bearing deposits decreased by
$3.6 million.  The growth in interest bearing deposits consisted of a $24.5
million increase in NOW accounts, money market accounts and savings
accounts and a $5.2 million increase in CDs.  The increase in the savings-
type categories 
<PAGE>
was primarily due to growth in the new money market account discussed
earlier. This new product was successful in generating new funds although
it drew funds from the Corporation's existing products.  The increase in
CDs was primarily due to the recent promotion mentioned earlier. The
decrease in demand deposits was due in part to a reclass of certain program
accounts to the NOW category, in addition to normal day-to-day
fluctuations.  Other interest bearing liabilities increased by $12.5
million or 51.4% primarily due to the additional FHLB borrowing obtained to
match fund the investment securities discussed above.  In addition to being
a source for match funding opportunities, these borrowings are used to
manage the balance sheet and interest rate risk.

Capital Resources and Dividends

     The Corporation has an ongoing strategic objective of maintaining a
capital base which supports the pursuit of profitable business
opportunities, provides resources to absorb the risks inherent in its
activities and meets/exceeds all regulatory requirements.
  
     In the first quarter of 1996, the Board of Directors approved a
program to repurchase, in open market and privately negotiated
transactions, up to 150,000 shares of its outstanding common stock.  During
the second quarter of 1997, the Corporation completed this program.  The
main goal of this buyback was to effectively deploy capital in an effort to
increase shareholder value.  Since its inception, the resulting reduction
in total capital and shares outstanding, in combination with increased
earnings (after absorbing the "cost" of reducing the capital base) has
translated into improved ROE and EPS.  Management views these performance
indicators as being two of the more important factors, under the control of
management, that drive shareholder value.  Based on this belief and the
positive results achieved through the first program, the Board of
Directors, after carefully evaluating the capital level necessary to
satisfy the criteria described above, approved another program to
repurchase up to 140,000 shares of common stock on April 18, 1997.  As of
September 30, 1997 28,740 shares were repurchased under this program. Under
both programs, all shares repurchased were retired rather than carried as
treasury stock. 

     At September 30, 1997, total shareholders' equity was $33.2 million,
an increase of $1.6 million from December 31, 1996.  This change consisted
of an increase of $1.0 million in capital stock, surplus and undivided
profits (core equity) and an increase of $597,000 in unrealized gains on
AFS securities.  The increase in the core equity was primarily the result
of earnings retained offset by shares repurchased.  The change in the
unrealized gains on AFS securities was due to the lower level of market
interest rates at September 30, 1997 compared to December 31, 1996 as well
as increased bank stock valuations.
  
     During the quarter ended September 30, 1997, the Board of Directors
declared a cash dividend of $.13 per share payable November 1, 1997, an
increase of $.01 or 8.3% per share from a year ago.  The Corporation relies
on net income rather than retained earnings for the payment of dividends to
shareholders.  The dividend rate is determined by the Board of Directors
after considering the level of internal capital growth necessary to
maintain an appropriate ratio of equity to assets and the projected level
of earnings.  Management anticipates that the internal growth rate of
equity is more than adequate to support the Corporation's asset growth.




<PAGE>
As can be seen by the following tables, the Corporation and the Bank remain
well capitalized as defined by the regulatory authorities.
<TABLE>
<CAPTION>
                                        September 30,      December 31,
                                             1997          1996
<S>                                         <C>            <C>
Hanover Bancorp, Inc.
  Tier 1 capital to risk-adjusted assets    12.56%         12.87%
  Total capital to risk-adjusted assets     13.59%         13.87%
  Leverage ratio                             8.34%          8.79%
  
Bank of Hanover and Trust Company
  Tier 1 capital to risk-adjusted assets    10.79%         11.78%
  Total capital to risk-adjusted assets     11.83%         12.78%
  Leverage ratio                             7.16%          8.06%
</TABLE>

     The Federal Deposit Insurance Corporation Improvement Act ("FDICIA")
established five levels of capital at which insured depository institutions
will be "well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" and "critically undercapitalized".  The
regulators adopted regulations to implement the requirements of FDICIA. 
The Bank has been deemed "well capitalized".  Under the regulations, the
required minimum capital ratios for each category of institutions are, with
certain exceptions, as follows:
<TABLE>
<CAPTION>
                                                     Tier I
                              Total Capital        Capital to
                           to Risk-Adjusted       Risk-Adjusted
                                 Assets              Assets              Leverage
<S>                          <C>                  <C>                   <C>
Well capitalized             10% or above and      6% or above and      5% or above
Adequately 
     capitalized             8% or above and       4% or above and       4% or above
Undercapitalized               Under 8% or          Under 4% or           Under 4%
Significantly
     undercapitalized         Under 6% or            Under 3% or          Under 3%
Critically 
     undercapitalized                                                    2% or under
</TABLE>
     The appropriate federal bank regulatory agency has authority to
downgrade an institution's capital designation by one category if it
determines that an institution is in an unsafe or unsound condition or is
engaging in unsafe or unsound practices.

     FDICIA provides for increased supervision for banks not rated in one
of the highest categories under the "Camel" composite bank rating system. 
Undercapitalized institutions are required to submit capital restoration
plans to the appropriate federal banking regulator and are subject to
restrictions on operations, including prohibitions on branching, engaging
in new activities, paying management fees, making capital distributions
such as dividends, and growing without regulatory approval.



<PAGE>
Asset Quality and Allowance for Loan Losses:


The following tables illustrate the Corporation's nonperforming asset
position as of September 30, 1997 compared to its position at December 31,
1996.  
<TABLE>
<CAPTION>
                                        
                                           September 30,  December 31,
                                               1997          1996
<S>                                          <C>           <C>
Non-accrual loans                            $  274        $   38  
Accruing loans past due 90 days or more         311           166
Restructured loans                              223           242
Other real estate and other
  repossessed assets                             79            96
        Total non-performing assets          $  887        $  542 


Non-accrual loans by category

Commercial, financial and agricultural       $  ---       $   ---
Real estate-construction                        ---           ---
Real estate-mortgage                            274            16
Consumer                                        ---            22
                                             $  274        $   38

Past due loans by category

Commercial, financial and agricultural       $   65        $   16
Real estate-construction                        ---           ---
Real estate-mortgage                            241            65
Consumer                                          5            85
                                             $  311        $  166

Restructured loans by category

Commercial, financial and agricultural       $  ---        $   12
Real estate-construction                        ---           ---
Real estate-mortgage                            223           230
Consumer                                        ---           ---
                                             $  223        $  242
</TABLE>

     Nonperforming assets were .33% of total loans at September 30, 1997
compared to .21% at December 31, 1996.  In addition, potential problem
loans at September 30, 1997, as determined by the Corporation's internal
review process, were $3.0 million in comparison to $2.8 million at December
31, 1996.  Of these amounts, $493,000 and $562,000 were considered impaired
under FASB 114 for September 30, 1997 and December 31, 1996, respectively. 
Loans considered impaired under FASB 114 represent those potential problem
loans which management feels are probable (as opposed to possible) to
result in future noncompliance in addition to the Corporation's applicable
nonaccrual loans and restructured loans. 




<PAGE>
Transactions in the allowance for loan losses were as follows:
<TABLE>
<CAPTION>
                                               Period ended     Year ended
                                               September 30,    December 31,
                                                  1997             1996  
     <S>                                         <C>              <C>
     Balance at beginning of period              $2,403           $2,220 
     Recoveries on loans                            115               63 
     Provision charged to operations                480              480 
     Loans charged-off                             (382)            (360)
     Balance at end of period                    $2,616           $2,403 
</TABLE>

     The Corporation remains committed to making monthly provisions in
order to maintain a strong allowance relative to its level of specific
potential losses and to its growing overall loan portfolio.  A total
provision of $480,000 was made during the nine months ended September 30,
1997.  The resulting allowance for loan losses at September 30, 1997 was
$2.6 million in comparison to $2.4 million at December 31, 1996.  This
allowance approximated .97% of total loans and 295% of nonperforming assets
at September 30, 1997 versus .94% and 443% at year end 1996.  Management
feels that the allowance for loan losses is adequate to cover potential
losses within the overall portfolio.  

 
Liquidity and Interest Rate Risk Management:

     Asset/liability management can be divided into two primary functions: 
1)  assuring adequate liquidity and, 2)  maintaining an appropriate balance
between rate-sensitive interest earning assets and rate-sensitive interest
bearing liabilities.  The goal of the Corporation's Liquidity Management
Program is to meet the cash flow requirements of customers for either
deposit withdrawals or loans. The Corporation's liquidity position is
enhanced by a relatively stable funding base.  The ratio of deposits
(excluding CDs over $100,000) to total assets was 78.3% at September 30,
1997, while CDs over $100,000 and other borrowed funds to total assets was
12.3%. To manage its liquidity needs, the Corporation looks to a number of
sources on both sides of its balance sheet.  

     On the asset side of the balance sheet, the Corporation relies on
federal funds sold, short-term investments, maturities in the investment
portfolio, principal repayments on outstanding loans and amortizing
investment securities and sales of loans in the secondary markets.  At
September 30, 1997, the balance of the federal funds sold account was $8.7 
million, while a total of $2.1 million of the Corporation's investment
portfolio was scheduled to mature in one year or less.  Additionally, an
average of $7.1 million in loan principal repayments and $336,000 in
mortgage-backed and asset-backed securities repayments were received by the
Corporation during each month of the first nine months of 1997.  Also
during this period, the Corporation sold $8.4 million of loans in the
secondary markets.

     In addition to the liquidity provided on the asset side, the
Corporation maintains borrowing agreements with several correspondent
banks, the FHLB of Pittsburgh, as well as access to the Discount Window at
the Federal Reserve Bank of Philadelphia.  Through these relationships, the
Corporation has available short-term credit of approximately $11.0 million
and available longer term credit of approximately $49.0 million.


     Maintaining an appropriate balance between rate sensitive interest
earning assets and interest bearing liabilities is a method of avoiding
fluctuations in net interest income and profits due to changes in interest
rates.  An interest sensitivity mismatch or GAP results from either an
excess of rate sensitive assets (positive gap) or rate sensitive
liabilities (negative gap) being repriced in a given time period.  A
positive GAP generally indicates that rising interest rates during a
particular interval will increase net interest income, while  a negative
GAP generally means the opposite.  The Corporation strives to maintain a
rate sensitivity ratio (rate sensitive assets minus rate sensitive 
<PAGE>
liabilities divided by total assets) within one year of between plus and
minus 10%.  This ratio is deemed prudent because it allows the Corporation
sufficient latitude to redeploy assets in response to a change in the level
of interest rates and maintain or increase the level of net interest
income.

     The following table shows the respective interest sensitivity GAPs on
September 30, 1997 and December 31, 1996, for several different time
intervals.  This GAP analysis takes into consideration the current
estimated prepayments on loans and amortizing investment securities.  The
Corporation had a gap within one year at September 30, 1997 of positive
$2.2 million and a rate sensitivity ratio of positive .55% in comparison to
a positive gap of $2.2 million and a rate sensitivity ratio of positive
 .62% at December 31, 1996.  Throughout 1997, the Corporation's gap position
has become more negative with the growth of the new indexed money market
account.  The recent CD promotion, which targeted longer maturities, has
helped to offset this increased negative sensitivity.  Due to the fact that
the gap position is relatively neutral, changes in the present rate
environment should not materially impact the Corporation's net interest
income in the short-term.

<TABLE>
               HANOVER BANCORP CONSOLIDATED GAP ANALYSIS

<CAPTION>                                                              
                                 0-30          31-90         91-365
                                 DAYS           DAYS          DAYS  
                                      (In thousands of dollars)
<S>                             <C>          <C>             <C>
September 30, 1997:

Interest Earning Assets         $60,364       $18,126        $74,526
Interest Bearing Liabilities     66,310        23,482         61,037

Rate Sensitivity GAP:
     Periodic Gap               $(5,946)      $ (5,356)       $13,489
     Cumulative Gap             $(5,946)      $(11,302)       $ 2,187

Rate Sensitivity Ratio
     Periodic Gap                 (1.50)%        (1.35)%         3.40% 
     Cumulative Gap               (1.50)%        (2.84)%          .55% 

December 31, 1996:

Rate Sensitivity GAP:
     Periodic Gap               $ 7,238       $  (559)       $(4,481)
     Cumulative Gap             $ 7,238       $ 6,679        $ 2,198

Rate Sensitivity Ratio
     Periodic Gap                  2.03%         (.15)%        (1.26)% 
     Cumulative Gap                2.03%         1.88%           .62% 
</TABLE>


REGULATORY ISSUES

     Congress is currently considering legislative reform centered on
repealing the Glass-Steagall Act which prohibits commercial banks from
engaging in the securities industry.  The holding company structure would
be regulated by the Federal Reserve Board, and its subsidiaries would be
supervised by the applicable regulator based on their respective 
functions.

     From time to time, various types of federal and state legislation have
been proposed that could result in additional regulation of, and
restrictions on, the business of the Corporation and the Bank.  It cannot
be predicted whether such legislation will be adopted 
<PAGE>
or, if adopted, how such legislation would affect the business of the
Corporation and the Bank.  As a consequence of the extensive regulation of
commercial banking activities in the United States, the Corporation's and
the Bank's business is particularly susceptible to being affected by
federal legislation and regulations that may increase the cost of doing
business.  Except as specifically described above, management believes that
the effect of the provisions of the aforementioned legislation on the
liquidity, capital resources, and results of operations of the Corporation
will be immaterial.

     Further, the business of the Corporation is also affected by the state
of the financial services industry in general.  As a result of legal and
industry changes, management expects that the industry will continue to
experience consolidations and mergers as the financial services industry
strives for greater cost efficiencies and market share. Management believes
that such consolidations and mergers may enhance its competitive position
as a community bank.

     On September 30, 1996, the President signed into law the Deposit
Insurance Funds Act of 1996 to recapitalize the Savings Association
Insurance Fund (SAIF) administered by the FDIC and to provide for repayment
of the Financial Institution Collateral Obligation (FICO) bonds issued by
the United States Treasury Department.  Pursuant to this legislation, the
FDIC levied a one-time special assessment on SAIF deposits equal to 65.7
cents per $100 of the SAIF-assessable deposit base as of March 31, 1995.

     During the years 1997, 1998 and 1999, the average regular annual
deposit insurance assessment is estimated to be about 1.29 cents per $100
of deposits for Bank Insurance Fund (BIF) deposits and 6.44 cents per $100
of deposits for SAIF deposits.  Individual institution's assessments will
continue to vary according to their capital and management ratings.  As
always, the FDIC will be able to raise the assessments as necessary to
maintain the funds at their target capital ratios provided by law.  After
1999, BIF and SAIF will share the FICO costs equally.  Under current
estimates, BIF and SAIF assessment bases would each be assessed at the rate
of approximately 2.43 cents per $100 of deposits. The FICO bonds will
mature in 2018-2019, ending the interest payment obligation.  

     Since the Corporation does not hold any SAIF insured deposits, it was
not subject to the special assessment and it will only be liable for the
BIF assessment rate from 1997 to 1999 and the combined rate thereafter.

     The law also provides that BIF and SAIF are to merge to form the
Deposit Insurance Fund ("DIF") at the beginning of 1999, provided that
there are no SAIF institutions in existence at that time.  Merger of the
Funds will require state laws to be amended in those states authorizing
savings associations to eliminate that authorization (state chartered
savings banks will not be affected).  This provision reflects Congress's
apparent intent to merge thrift and commercial bank charters by January
1999; however, no law has yet been enacted to achieve that purpose.   The
Act also provides regulatory relief to the financial services industry
relative to environmental risks, frequency of examinations, and the
simplification of forms and disclosures.

     The regulation will increase the Corporation's FDIC insurance premium
costs slightly beginning in 1997.  This law did not have, nor is expected
to have, a material impact on the Corporation's liquidity, capital
resources or results of operations.

     In January 1997, the SEC issued new disclosure rules related to
derivatives and exposures to market risk (e.g. interest rate risk, foreign
currency exchange rate risk, commodity price risk, equity price risk) from
derivative financial instruments, other financial instruments and certain
derivative commodity instruments.  The new disclosure rules have two parts:
quantitative and qualitative market risk disclosures outside the financial
statements and accounting policy disclosures about derivatives in the notes
to the financial statements.  For all banks and thrifts and other companies
with market capitalization in excess of $2.5 billion, the market risk
disclosures are effective for financial statements for years ending after
June 15, 1997.  For all other affected registrants, these disclosures are
effective for years ending after June 15, 1998.  The expanded policy
disclosures are effective for all registrants beginning with financial
statements for periods ending after June 15, 1997.  The Corporation at
present does not utilize derivatives and thus the expanded policy
disclosures are not applicable.  With respect to the market risk
disclosures, management is currently evaluating the new guidelines and the
impact they will have on the Corporation's financial statements.

     In February 1997, FASB issued Statement of Financial Accounting
Standards No. 128, "Earnings Per Share".  This standard changes the current
method of calculating primary 
<PAGE>
earnings per share specifically as it relates to the treatment of the
dilutive effect of stock options.  It is effective for financial statements
for periods ending after December 15, 1997.  Management does not anticipate
that this standard will have a material impact on the Corporation's
earnings per share.

     In June 1997, FASB issued Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income". The focus of this statement is
to establish standards for reporting and displaying comprehensive income
and its components in the financial statements.  The new standard is
effective for fiscal years beginning after December 15, 1997.  Management
is currently evaluating the provisions of this statement and the impact it
may have on the Corporation's financial statements.

     In June 1997, FASB issued Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related
Information".  This statement establishes standards for the reporting of
financial information from operating segments in annual and interim
financial statements. It requires that segment financial information be
reported on the basis that it is reported internally. FASB 131 is effective
for fiscal years beginning after December 15, 1997.  Since this standard
addresses supplemental information disclosures, its adoption will not have
a material impact on the Corporation's financial statements.

     Management is not aware of any other current specific recommendations
by regulatory authorities or proposed legislation, which if they were
implemented, would have a material adverse effect upon the liquidity,
capital resources or results of operations, although the general cost of
compliance with numerous and multiple federal and state laws and
regulations does have, and in the future may have, a negative impact on the
Corporation's results of operations.  

     During the first quarter of 1997 the FDIC completed a routine
examination of the Bank including an assessment of asset quality.  During
1996 the Pennsylvania State Department of Banking completed a similar
examination of the Bank. 

<PAGE>
PART II.  OTHER INFORMATION

HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

Item 1.  Legal Proceedings

     In the opinion of the management of the Corporation and the Bank,
there are no proceedings pending to which the Corporation and/or Bank is a
party or to which their property is subject, which, if determined adversely
to the Corporation or Bank, would be material in relation to the
Corporation's and the Bank's undivided profits or financial condition. 
There are no proceedings pending other than ordinary routine litigation
incident to the business of the Corporation or the Bank.  In addition, no
material proceedings are pending or are known to be threatened or
contemplated against the Corporation or the Bank by government authorities. 


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 - 
          
       On October 17, 1997, the Board of Directors of the Registrant adopted
       an amendment to the Corporation's By-laws which became effective on
       that date.  The specific By-law and the nature of the amendment is as
       follows:
       
       Article III, Section 1.c. - The number of Directors that should be
       elected at the Annual Shareholders Meeting shall be determined by the
       Board of Directors (previously determined by the Shareholders).

Item 6.  Exhibits and Reports on Form 8-K
     (a)  Exhibits - Exhibit 27.  Financial Data Schedule

     (b)  Reports on Form 8-K - None

<PAGE>
                              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. 



                                         HANOVER BANCORP, INC.



Date: November 14, 1997                  /s/ Bradley Scovill    
                                         J. Bradley Scovill
                                         President and
                                         Chief Executive Officer
                                         (Principal Executive Officer)



Date: November 14, 1997                  /s/ Thomas J. Paholsky     
                                         Thomas J. Paholsky
                                         Treasurer
                                         (Principal Accounting and
                                          Financial Officer)
[{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 57991}]
{"company-data": {"conformed-name": "HANOVER BANCORP INC", "cik": "0000713094", "assigned-sic": "6022", "irs-number": "232219814", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "10-Q", "act": "34", "file-number": "000-12524", "film-number": "97718518"}, "business-address": {"street1": "33 CARLISLE STREET", "city": "HANOVER", "state": "PA", "zip": "17331", "phone": "7176372201"}, "mail-address": {"street1": "33 CARLISLE STREET", "city": "HANOVER", "state": "PA", "zip": "17331"}}
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, 1997        

                                        OR
 
          (  )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934

                  For the transition period from             to

                      Commission file number           0-12524   

                              Hanover Bancorp, Inc.                  
                 (Exact name of registrant as specified in its charter)

                   Pennsylvania                          23-2219814
          (State or other jurisdiction of       (I.R.S. Employer Identification
              incorporation or organization)                     Number) 

                     33 Carlisle Street, Hanover, Pennsylvania 17331
                   (address of principal executive office and zip code)

                                        (717) 637-2201
                    Registrant's Telephone Number, including area code

                                                                           
      
   (Former name, former address and former fiscal year, if changed since last
                                         report)

     Indicate by check mark whether the registrant (1)  has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for 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.

     CLASS                            OUTSTANDING  September 30, 1997
   Common Stock,                         2,934,400 shares            
 par value $1.11 per share
INDEX

           HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

                                                                     Page #
Part I.    Financial Information

     Item 1.  Financial Statements (Unaudited)

              Consolidated Balance Sheets -            
              September 30, 1997, and December 31, 1996 . . . . . . .  3

              Consolidated Statements of Income -      
              Three Months Ended September 30, 1997 and 1996  . . . .  4

              Consolidated Statements of Income -      
              Nine Months Ended September 30, 1997 and 1996  . . . . . 5

              Consolidated Statements of Cash Flows -             
              Nine Months Ended September 30, 1997 and 1996  . . . . . 6

              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. . . . . . . . . . . . . . . . . . .  18

     Item 2.  Changes in Securities. . . . . . . . . . . . . . . . .  18

     Item 3.  Defaults Upon Senior Securities. . . . . . . . . . . .  18

     Item 4.  Submission of Matters to a Vote of Security Holders. .  18

     Item 5.  Other Information. . . . . . . . . . . . . . . . . . .  18

     Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . .  18

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
PART I.  FINANCIAL INFORMATION

           HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY
                        Consolidated Balance Sheets
(Unaudited)
                                                    September 30  December 31
                                                       1997         1996  
                                                    (In thousands of dollars)
ASSETS:
  Cash and due from banks                           $  14,385    $ 15,955
  Federal funds sold                                    8,700         ---
     CASH AND CASH EQUIVALENTS                         23,085      15,955
  Interest bearing deposits with other banks               38          72
Investment securities:
    Available-for-sale                                 92,802      72,005
    Held-to-maturity (market value -
      $3,004 and $4,087 respectively)                   2,990       4,097
                                                       95,792      76,102
  Loans:
    Commercial, financial, and agricultural            32,082      31,991
    Real estate-construction                            4,730       3,775
    Real estate-commercial mortgage                    33,261      29,563
    Real estate-residential mortgage                  130,062     119,383
    Consumer                                           68,219      69,861
                                                      268,354     254,573
    Less:  Allowance for loan losses                   (2,616)     (2,403)
      NET LOANS                                       265,738     252,170
  Premises and equipment                                7,012       7,075
  Accrued income receivable                             2,572       2,348
  Other assets                                          3,052       2,407
      TOTAL ASSETS                                   $397,289    $356,129

LIABILITIES AND SHAREHOLDERS' EQUITY:
  Deposits:
    Non-interest bearing                             $ 25,483    $ 29,128
    Interest bearing                                  297,549     267,876
      TOTAL DEPOSITS                                  323,032     297,004
  Borrowed funds:
    Short-term borrowings                              11,273      13,052
    Long-term borrowings                               25,528      11,248
                                                       36,801      24,300
  Accrued interest                                      2,781       2,116
  Other liabilities                                     1,107         811
  Dividends payable                                       381         357
      TOTAL LIABILITIES                               364,102     324,588

SHAREHOLDERS' EQUITY:
  Common stock, $1.11 par value; authorized, 
    shares issued and outstanding: 1997-2,934,400
    shares; 1996-2,969,441 shares                       3,256       3,296
  Surplus                                              18,679      18,659
  Unrealized gains on securities
    available-for-sale                                  1,195         598
  Retained earnings                                    10,057       8,988
      TOTAL SHAREHOLDERS' EQUITY                       33,187      31,541
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY     $397,289    $356,129
See notes to consolidated financial statements.
HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY
                     Consolidated Statements of Income
(Unaudited)
                                                        Three Months Ended
                                                            September 30 
                                                          1997       1996   
                                                     (In thousands of dollars,
                                                      except per share data)
INTEREST INCOME:
  Interest and fees on loans                            $ 5,764    $ 5,194
  Interest on federal funds sold                            182        144
  Interest on short-term investments                         47         75
  Investment securities:
    Taxable                                                 957        777
    Tax Exempt                                              297        265
                                                          1,254      1,042
      Total Interest Income                               7,247      6,455

INTEREST EXPENSE:
  Interest on deposits                                    3,217      2,816
  Interest on borrowed funds                                402        247
      Total Interest Expense                              3,619      3,063
      Net Interest Income                                 3,628      3,392

PROVISION FOR LOAN LOSSES                                   180        120
      Net Interest Income After
      Provision For Loan Losses                           3,448      3,272

OTHER INCOME:
  Trust department income                                   178        174
  Service charges on deposit accounts                       291        227
  Other operating income                                    205        151
  Securities gains                                           89        133 
                                                            763        685
 OTHER EXPENSE:
  Salaries                                                1,314      1,298
  Pensions and other employee benefits                      229        247
  Occupancy expense                                         236        231
  Equipment expense                                         257        223
  Marketing and advertising                                 128        118
  FDIC Insurance                                             10        ---
  Other operating expense                                   721        651
                                                          2,895      2,768

      Income Before Income Taxes                          1,316      1,189
INCOME TAXES                                                344        303
      NET INCOME                                        $   972    $   886 

PER SHARE DATA:

Net income                                              $   .33    $   .29
  
Cash dividends declared                                 $   .13    $   .12
See notes to consolidated financial statements.
HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY
                     Consolidated Statements of Income
(Unaudited)
                                                          Nine Months Ended
                                                            September 30 
                                                          1997       1996   
                                                      (In thousands of dollars,
                                                      except per share data)
INTEREST INCOME:
  Interest and fees on loans                            $16,845    $14,577
  Interest on federal funds sold                            309        662
  Interest on short-term investments                        112        178
  Investment securities:
    Taxable                                               2,611      2,367
    Tax Exempt                                              894      1,023
                                                          3,505      3,390
      Total Interest Income                              20,771     18,807

INTEREST EXPENSE:
  Interest on deposits                                    9,017      8,209
  Interest on borrowed funds                              1,080        811
      Total Interest Expense                             10,097      9,020
      Net Interest Income                                10,674      9,787

PROVISION FOR LOAN LOSSES                                   480        360
      Net Interest Income After
      Provision For Loan Losses                          10,194      9,427

OTHER INCOME:
  Trust department income                                   554        542
  Service charges on deposit accounts                       791        655
  Other operating income                                    535        462
  Securities gains                                          283        476 
                                                          2,163      2,135
 OTHER EXPENSE:
  Salaries                                                3,883      3,780
  Pensions and other employee benefits                      805        822
  Occupancy expense                                         706        689
  Equipment expense                                         746        674
  Marketing and advertising                                 383        335
  FDIC Insurance                                             28          2
  Other operating expense                                 2,083      1,849
                                                          8,634      8,151

      Income Before Income Taxes                          3,723      3,411
INCOME TAXES                                                959        786
      NET INCOME                                        $ 2,764    $ 2,625 

PER SHARE DATA:

Net income                                              $   .94    $   .86
  
Cash dividends declared                                 $   .37    $   .34
See notes to consolidated financial statements.
HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

                   Consolidated Statements of Cash Flows
(Unaudited)
                                                       Nine Months Ended
                                                         September 30
                                                      1997         1996  
                                                  (In thousands of dollars)
OPERATING ACTIVITIES:
  Net income                                         $ 2,764      $ 2,625
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Provision for loan losses                          480          360
      Provision for depreciation and amortization        664          566
      Securities gains                                  (283)        (476)
      (Increase)decrease in net deferred tax assets     (184)         232
      (Increase)decrease in interest receivable         (224)         122 
      Increase in interest payable                       665          661
      Increase in other assets                          (649)        (977)
      Increase in other liabilities                       14          458 
      Increase (decrease) in accrued taxes               162         (167)
                              NET CASH PROVIDED BY
                              OPERATING ACTIVITIES     3,409        3,404

INVESTING ACTIVITIES:
  Net increase in loans                              (22,490)     (39,059)
  Proceeds of loan sales                               8,442        5,710
  Proceeds from sale of
    available-for-sale investment securities           7,566       39,888
  Proceeds from maturities of investment securities    5,945       10,351
  Purchases of investment securities                 (32,013)     (30,652)
  Proceeds from maturities of short-term investments  25,000       34,928
  Purchases of short-term investments                (24,966)     (34,106)
  Purchases of premises and equipment                   (601)      (1,740)
                              NET CASH USED IN
                              INVESTING ACTIVITIES   (33,117)    (14,680)
FINANCING ACTIVITIES
  Net increase in demand deposits, NOW accounts,
    money market accounts, and savings accounts       20,865       11,783 
  Net increase in certificates of
    deposit and other time deposits                    5,163        9,521
  Net increase (decrease) in borrowed funds           12,501       (1,621) 
  Cash dividends paid                                 (1,066)      (1,018)
  Proceeds from issuance of common stock                  22           37
  Repurchase and retirement of common stock             (647)      (2,080) 
                              NET CASH PROVIDED BY
                              FINANCING ACTIVITIES    36,838       16,622

  INCREASE IN CASH AND CASH EQUIVALENTS                7,130        5,346

Cash and cash equivalents at beginning of period      15,955       16,655
        CASH AND CASH EQUIVALENTS AT END OF PERIOD   $23,085      $22,001
See notes to consolidated financial statements.
HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

                Notes to Consolidated Financial Statements

(1)  In the opinion of management, the accompanying unaudited consolidated
     financial statements contain all adjustments which are of a normal
     recurring nature necessary to present fairly Hanover Bancorp, Inc's.
     financial position as of September 30, 1997, and December 31, 1996,
     the results of its operations for the three months and nine months
     ended September 30, 1997 and 1996 and cash flows for the nine months
     ended September 30, 1997 and 1996.

(2)  The information contained in this report is unaudited and is subject
     to year-end adjustment and audit.

(3)  These statements should be read in conjunction with the consolidated
     financial statements and notes thereto included in the Corporation's
     Annual Report on Form 10-K for the year ended December 31, 1996.

(4)  Net income and cash dividends per share are based on the weighted
     average number of shares outstanding which were 2,935,541 during the
     quarter ended September 30, 1997; 3,016,820 during the quarter ended
     September 30, 1996; 2,952,668 during the nine months ended September
     30, 1997; and 3,062,355 during the nine months ended September 30,
     1996.

(5)  The results of operations for the nine month period ended September
     30, 1997, are not necessarily indicative of the results that may be
     expected for the year ended December 31, 1997.

(6)  Management maintains the allowance for loan losses at a level believed
     adequate to absorb potential losses in the portfolio.  Factors
     considered in evaluating the adequacy of the allowance include
     potential specific losses, past loan loss experience, the volume,
     growth and composition of the loan portfolio and the current economic
     conditions and trends.

(7)  In June 1996 the Financial Accounting Standards Board (FASB) issued
     FASB Statement No. 125, "Accounting for Transfers and Servicing of
     Financial Assets and Extinguishment of Liabilities".  FASB 125
     addresses the accounting for all types of securitization transactions,
     securities lending and repurchase agreements, collateralized borrowing
     arrangements, and other transactions involving the transfer of
     financial assets.  This statement superseded FASB Statement No. (122)
     , "Accounting  for Mortgage Servicing Rights, An Amendment of FASB
     Statement No. 65"; however, the provisions of FASB 125, in regards to
     mortgage servicing rights, are essentially the same as those of FASB
     122.  This statement is generally effective for transactions that
     occur after December 31, 1996.  As amended by FASB Statement No. 127,
     "Deferral of the Effective Date of Certain Provisions of SFAS No.
     125", certain provisions of the statement will be effective beginning
     after December 31, 1997.  This new standard did not have nor is
     expected to have, a material impact on the Corporation's liquidity,
     capital resources or results of operations.

(8)  Certain reclassifications have been made to the 1996 financial
     statements to conform with the 1997 presentation.

"""""'
HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

                Management's Discussion and Analysis of
             Financial Condition and Results of Operations

Results of Operations:

     The consolidated operations of Hanover Bancorp Inc., (the
"Corporation") are derived primarily from the operations of its wholly-
owned subsidiary, the Bank of Hanover and Trust Company (the "Bank").  The
following discussion and analysis sets forth results of operations through
the third quarter of 1997, including basic performance trends.  There are
no known trends, events or uncertainties that will have or are likely to
have a material effect on the Corporation's liquidity, capital resources or
operations.  

     All forward looking information contained in this discussion and
analysis is based on management's current knowledge of factors affecting
the Corporation's business.  Actual results may differ due to unforeseen
events such as, but not limited to, a significant downturn in the economic
environment, legislative changes or additional requirements mandated by the
numerous regulatory authorities.  All such forward-looking statements are
made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995.    

Third Quarter of 1997 Compared to Third Quarter of 1996:

     Net income for the three months ended September 30, 1997, increased
9.7% from 1996 while earnings per share (EPS) increased 13.8% during the
same period.  The larger relative increase in EPS reflects the positive
impact of the stock repurchase programs, as further discussed herein.

     Net interest income on a fully taxable equivalent basis was $3.8
million for the quarter ended September 30, 1997, an increase of $248,000
or 7.0% from 1996's level of $3.6 million. This increase was due to higher
earning asset levels, driven mainly by deposit and loan growth.  Net
interest margin decreased 17 basis points from 4.32% in 1996 to 4.15% in
1997. This decrease was primarily attributable to higher funding costs
caused by a shift in the funding mix towards more costly sources. This
shift has mainly been to an indexed, variable rate money market deposit
account introduced by the Corporation at the beginning of 1997. In
addition, there has been a shift to longer term certificates of deposit
(CDs) as a result of a recent promotion (further discussed herein).
Although this deposit growth has lowered the Corporation's margin, as was
anticipated by management, it has generated additional net interest income
and has positively impacted EPS and Return on Equity (ROE).

     The provision for loan losses during the third quarter of 1997
increased $60,000 or 50% over the same period of 1996.  The increase was
commensurate with the growth in the Corporation's loan portfolio.

     Other income for the three months ended September 30, 1997 increased
$78,000 or 11.4% over the same period in 1996.  This increase was
principally due to higher service charges on deposit accounts and income
realized through mortgage loan sale activity, offset by lower securities
gains.  The increase in service charges on deposit accounts was due
primarily to higher overdraft fees, resulting from a change in collection
philosophy, and higher automated teller machine (ATM) fees generated by
newly instituted noncustomer surcharging. Mortgage loan sale activity
income increased as a result of higher sales volumes relative to 1996.  The
reduced level of securities gains was due to lower sales activity within
the Corporation's community bank stock portfolio. 

     Total other expense during the quarter ended September 30, 1997 was
$127,000 or 4.6% higher than in 1996 due primarily to increases in
equipment expense and other operating expenses.  The increase in equipment
expense was associated with the full impact of a
branch opening in March 1996 and a branch relocation in October 1996.  In
addition, this increase was impacted by the placement of six remote service
ATMs in local supermarkets in December 1996 as well as continued technology
investments.  The increase in other operating expenses was largely due to
non-recurring expenditures for technology consultation and employee
recruiting.  Salary related expenses were positively impacted by temporary 
unfilled vacancies and reduced healthcare costs.    

     The level of tax-free income is the primary factor impacting the
Corporation's effective tax rate.  The Corporation recognized an income tax
provision which resulted in an effective tax rate of 26.1% for the quarter
ended September 30, 1997 up from the 25.5% rate in 1996.  The increase was
the result of ongoing investment portfolio management which caused the
levels of tax-free income to change.

Nine Months ended September 30, 1997 Compared to the Nine Months Ended
September 30, 1996:

     Net income for the nine months ended September 30, 1997, increased
$139,000 or 5.3% from the same period in 1996.  EPS increased $.08 or 9.3%
from 1996 to 1997 while ROE increased 54 basis points to 11.47% in 1997
from 10.93% in 1996.  Again, the stock repurchase programs positively
impacted EPS and ROE.

     Net interest income on a fully taxable equivalent basis was $11.2
million for the period ended September 30, 1997, an increase of $796,000 or
7.7% from the $10.4 million 1996 level.  Net interest margin decreased 2
basis points from 4.31% in 1996 to 4.29% in 1997. Net interest income
increased due to higher earning asset levels, driven by loan and deposit
growth.  The margin decrease was the result of higher funding costs caused
by the shift in the deposit mix, as discussed above, offset by an increase
in the proportion of loans to earning assets.

     The provision for loan losses during the nine months ended September
30, 1997 was $480,000 compared to $360,000 during the same period of 1996,
an increase of $120,000 or 33.3%.  The increase was largely reflective of
the growth in the Corporation's loan portfolio.  Management remains
committed to maintaining a loan loss reserve which adequately covers the
risk inherent in the loan portfolio.    

     Other income for the first nine months of 1997 was $28,000 or 1.3%
higher than in 1996.  The increase was principally due to higher service
charges on deposit accounts and income realized through mortgage loan sale
activity, offset by lower securities gains.  The increase in service
charges on deposit accounts was due primarily to higher overdraft fees, and
higher ATM fees as discussed above, while the higher mortgage sale income
was due to increased sales activity.    The reduced level of securities
gains was primarily a function of ongoing portfolio and balance sheet
management strategies in addition to lower community bank stock sales.

     Total other expense during the nine months ended September 30, 1997
was $483,000  or 5.9% higher than in 1996.  The increases in occupancy-
related expenses were largely associated with the full impact of the 1996
expansion activities in addition to investment in ATMs and technology. The
expenditures for technology consultation and employee recruiting
contributed to the increase in other operating expenses.  Marketing and
advertising increased primarily as a result of increased promotional
activity.  As discussed above, salary expenses benefited from unfilled
vacancies and lower healthcare costs.  The stabilizing level of overhead
expense, along with the increases in operating revenues, have favorably
impacted the Corporation's efficiency ratio (the cost to generate one
dollar of revenue) which declined 157 basis points from 67.62% in 1996 to
66.05% in 1997.
The Corporation recognized an income tax provision which resulted in
an effective tax rate of 25.8% for the nine months ended September 30, 1997
up from the 23.0% rate in 1996.  The increase was the result of lower tax
free income due to ongoing investment portfolio management.

Trends in Sources and Uses of Funds
Increase (Decrease)
                                    September 30   Since December 31, 1996
                                        1997          Amount    Percent 
                                            (In thousands of dollars)
Funding Uses:
   Interest earning assets:
      Loans                           $268,354       $13,781       5.4%
      Investment securities             95,792        19,690      25.9%
      Federal funds sold and other
        short-term investments           8,738         8,666        N/M 

   Total interest earning assets       372,884        42,137      12.7%

   Other assets                         24,405          (977)     (3.8)%  

   TOTAL USES                         $397,289       $41,160      11.6% 

Funding Sources:
   Deposits:
      Non-interest bearing            $ 25,483       $(3,645)    (12.5)% 
      Interest bearing                 297,549        29,673      11.1%
   Total deposits                      323,032        26,028       8.8%
   Other interest bearing liabilities   36,801        12,501      51.4% 
   Other liabilities                     4,269           985      30.0% 
   Shareholders' equity                 33,187         1,646       5.2%
   TOTAL SOURCES                      $397,289       $41,160      11.6%
The Corporation uses funds primarily to support its lending
activities.  Loans outstanding increased by $13.8 million or 5.4% from
December 31, 1996 to September 30, 1997.  This increase was net of loans
sold of $8.4 million.  Most of this growth came from the commercial and
residential mortgage categories.  Much of the growth in the residential
real estate category was generated through a recent promotion.  Investment
securities, another major use of funds, increased $19.7 million or 25.9%
through the first nine months of 1997. Federal funds sold and other short-
term investments also increased by $8.7 million during this period.  The
increases in investment securities and federal funds sold were due
primarily to deposit growth, fueled by the success of the new money market
account and CD promotion, outpacing loan growth.  In addition, investment
securities increased as a result of a match funding transaction with a
Federal Home Loan Bank of Pittsburgh (FHLB) borrowing executed in the
latter part of September.  Management viewed this transaction as an
opportunity to generate additional net interest income and boost EPS and
ROE without incurring significant interest rate risk.  The transaction will
effectively lower the net interest margin since the spread is more narrow
than the Corporation's overall spread.

     Deposits are the most important funding source and the primary support
for the Corporation's growth.  During the first nine months of 1997, total
deposits increased $26.0 million or 8.8%.  Interest bearing deposits
increased by $29.7 million while non-interest bearing deposits decreased by
$3.6 million.  The growth in interest bearing deposits consisted of a $24.5
million increase in NOW accounts, money market accounts and savings
accounts and a $5.2 million increase in CDs.  The increase in the savings-
type categories
was primarily due to growth in the new money market account discussed
earlier. This new product was successful in generating new funds although
it drew funds from the Corporation's existing products.  The increase in
CDs was primarily due to the recent promotion mentioned earlier. The
decrease in demand deposits was due in part to a reclass of certain program
accounts to the NOW category, in addition to normal day-to-day
fluctuations.  Other interest bearing liabilities increased by $12.5
million or 51.4% primarily due to the additional FHLB borrowing obtained to
match fund the investment securities discussed above.  In addition to being
a source for match funding opportunities, these borrowings are used to
manage the balance sheet and interest rate risk.

Capital Resources and Dividends

     The Corporation has an ongoing strategic objective of maintaining a
capital base which supports the pursuit of profitable business
opportunities, provides resources to absorb the risks inherent in its
activities and meets/exceeds all regulatory requirements.
  
     In the first quarter of 1996, the Board of Directors approved a
program to repurchase, in open market and privately negotiated
transactions, up to 150,000 shares of its outstanding common stock.  During
the second quarter of 1997, the Corporation completed this program.  The
main goal of this buyback was to effectively deploy capital in an effort to
increase shareholder value.  Since its inception, the resulting reduction
in total capital and shares outstanding, in combination with increased
earnings (after absorbing the "cost" of reducing the capital base) has
translated into improved ROE and EPS.  Management views these performance
indicators as being two of the more important factors, under the control of
management, that drive shareholder value.  Based on this belief and the
positive results achieved through the first program, the Board of
Directors, after carefully evaluating the capital level necessary to
satisfy the criteria described above, approved another program to
repurchase up to 140,000 shares of common stock on April 18, 1997.  As of
September 30, 1997 28,740 shares were repurchased under this program. Under
both programs, all shares repurchased were retired rather than carried as
treasury stock. 

     At September 30, 1997, total shareholders' equity was $33.2 million,
an increase of $1.6 million from December 31, 1996.  This change consisted
of an increase of $1.0 million in capital stock, surplus and undivided
profits (core equity) and an increase of $597,000 in unrealized gains on
AFS securities.  The increase in the core equity was primarily the result
of earnings retained offset by shares repurchased.  The change in the
unrealized gains on AFS securities was due to the lower level of market
interest rates at September 30, 1997 compared to December 31, 1996 as well
as increased bank stock valuations.
  
     During the quarter ended September 30, 1997, the Board of Directors
declared a cash dividend of $.13 per share payable November 1, 1997, an
increase of $.01 or 8.3% per share from a year ago.  The Corporation relies
on net income rather than retained earnings for the payment of dividends to
shareholders.  The dividend rate is determined by the Board of Directors
after considering the level of internal capital growth necessary to
maintain an appropriate ratio of equity to assets and the projected level
of earnings.  Management anticipates that the internal growth rate of
equity is more than adequate to support the Corporation's asset growth.
As can be seen by the following tables, the Corporation and the Bank remain
well capitalized as defined by the regulatory authorities.
September 30,      December 31,
                                             1997          1996
Hanover Bancorp, Inc.
  Tier 1 capital to risk-adjusted assets    12.56%         12.87%
  Total capital to risk-adjusted assets     13.59%         13.87%
  Leverage ratio                             8.34%          8.79%
  
Bank of Hanover and Trust Company
  Tier 1 capital to risk-adjusted assets    10.79%         11.78%
  Total capital to risk-adjusted assets     11.83%         12.78%
  Leverage ratio                             7.16%          8.06%
The Federal Deposit Insurance Corporation Improvement Act ("FDICIA")
established five levels of capital at which insured depository institutions
will be "well capitalized," "adequately capitalized," "undercapitalized,"
"significantly undercapitalized" and "critically undercapitalized".  The
regulators adopted regulations to implement the requirements of FDICIA. 
The Bank has been deemed "well capitalized".  Under the regulations, the
required minimum capital ratios for each category of institutions are, with
certain exceptions, as follows:
Tier I
                              Total Capital        Capital to
                           to Risk-Adjusted       Risk-Adjusted
                                 Assets              Assets              Leverage
Well capitalized             10% or above and      6% or above and      5% or above
Adequately 
     capitalized             8% or above and       4% or above and       4% or above
Undercapitalized               Under 8% or          Under 4% or           Under 4%
Significantly
     undercapitalized         Under 6% or            Under 3% or          Under 3%
Critically 
     undercapitalized                                                    2% or under
The appropriate federal bank regulatory agency has authority to
downgrade an institution's capital designation by one category if it
determines that an institution is in an unsafe or unsound condition or is
engaging in unsafe or unsound practices.

     FDICIA provides for increased supervision for banks not rated in one
of the highest categories under the "Camel" composite bank rating system. 
Undercapitalized institutions are required to submit capital restoration
plans to the appropriate federal banking regulator and are subject to
restrictions on operations, including prohibitions on branching, engaging
in new activities, paying management fees, making capital distributions
such as dividends, and growing without regulatory approval.
Asset Quality and Allowance for Loan Losses:

The following tables illustrate the Corporation's nonperforming asset
position as of September 30, 1997 compared to its position at December 31,
1996.
September 30,  December 31,
                                               1997          1996
Non-accrual loans                            $  274        $   38  
Accruing loans past due 90 days or more         311           166
Restructured loans                              223           242
Other real estate and other
  repossessed assets                             79            96
        Total non-performing assets          $  887        $  542 

Non-accrual loans by category

Commercial, financial and agricultural       $  ---       $   ---
Real estate-construction                        ---           ---
Real estate-mortgage                            274            16
Consumer                                        ---            22
                                             $  274        $   38

Past due loans by category

Commercial, financial and agricultural       $   65        $   16
Real estate-construction                        ---           ---
Real estate-mortgage                            241            65
Consumer                                          5            85
                                             $  311        $  166

Restructured loans by category

Commercial, financial and agricultural       $  ---        $   12
Real estate-construction                        ---           ---
Real estate-mortgage                            223           230
Consumer                                        ---           ---
                                             $  223        $  242
Nonperforming assets were .33% of total loans at September 30, 1997
compared to .21% at December 31, 1996.  In addition, potential problem
loans at September 30, 1997, as determined by the Corporation's internal
review process, were $3.0 million in comparison to $2.8 million at December
31, 1996.  Of these amounts, $493,000 and $562,000 were considered impaired
under FASB 114 for September 30, 1997 and December 31, 1996, respectively. 
Loans considered impaired under FASB 114 represent those potential problem
loans which management feels are probable (as opposed to possible) to
result in future noncompliance in addition to the Corporation's applicable
nonaccrual loans and restructured loans.
Transactions in the allowance for loan losses were as follows:
Period ended     Year ended
                                               September 30,    December 31,
                                                  1997             1996
Balance at beginning of period              $2,403           $2,220 
     Recoveries on loans                            115               63 
     Provision charged to operations                480              480 
     Loans charged-off                             (382)            (360)
     Balance at end of period                    $2,616           $2,403
The Corporation remains committed to making monthly provisions in
order to maintain a strong allowance relative to its level of specific
potential losses and to its growing overall loan portfolio.  A total
provision of $480,000 was made during the nine months ended September 30,
1997.  The resulting allowance for loan losses at September 30, 1997 was
$2.6 million in comparison to $2.4 million at December 31, 1996.  This
allowance approximated .97% of total loans and 295% of nonperforming assets
at September 30, 1997 versus .94% and 443% at year end 1996.  Management
feels that the allowance for loan losses is adequate to cover potential
losses within the overall portfolio.  

 
Liquidity and Interest Rate Risk Management:

     Asset/liability management can be divided into two primary functions: 
1)  assuring adequate liquidity and, 2)  maintaining an appropriate balance
between rate-sensitive interest earning assets and rate-sensitive interest
bearing liabilities.  The goal of the Corporation's Liquidity Management
Program is to meet the cash flow requirements of customers for either
deposit withdrawals or loans. The Corporation's liquidity position is
enhanced by a relatively stable funding base.  The ratio of deposits
(excluding CDs over $100,000) to total assets was 78.3% at September 30,
1997, while CDs over $100,000 and other borrowed funds to total assets was
12.3%. To manage its liquidity needs, the Corporation looks to a number of
sources on both sides of its balance sheet.  

     On the asset side of the balance sheet, the Corporation relies on
federal funds sold, short-term investments, maturities in the investment
portfolio, principal repayments on outstanding loans and amortizing
investment securities and sales of loans in the secondary markets.  At
September 30, 1997, the balance of the federal funds sold account was $8.7 
million, while a total of $2.1 million of the Corporation's investment
portfolio was scheduled to mature in one year or less.  Additionally, an
average of $7.1 million in loan principal repayments and $336,000 in
mortgage-backed and asset-backed securities repayments were received by the
Corporation during each month of the first nine months of 1997.  Also
during this period, the Corporation sold $8.4 million of loans in the
secondary markets.

     In addition to the liquidity provided on the asset side, the
Corporation maintains borrowing agreements with several correspondent
banks, the FHLB of Pittsburgh, as well as access to the Discount Window at
the Federal Reserve Bank of Philadelphia.  Through these relationships, the
Corporation has available short-term credit of approximately $11.0 million
and available longer term credit of approximately $49.0 million.

     Maintaining an appropriate balance between rate sensitive interest
earning assets and interest bearing liabilities is a method of avoiding
fluctuations in net interest income and profits due to changes in interest
rates.  An interest sensitivity mismatch or GAP results from either an
excess of rate sensitive assets (positive gap) or rate sensitive
liabilities (negative gap) being repriced in a given time period.  A
positive GAP generally indicates that rising interest rates during a
particular interval will increase net interest income, while  a negative
GAP generally means the opposite.  The Corporation strives to maintain a
rate sensitivity ratio (rate sensitive assets minus rate sensitive
liabilities divided by total assets) within one year of between plus and
minus 10%.  This ratio is deemed prudent because it allows the Corporation
sufficient latitude to redeploy assets in response to a change in the level
of interest rates and maintain or increase the level of net interest
income.

     The following table shows the respective interest sensitivity GAPs on
September 30, 1997 and December 31, 1996, for several different time
intervals.  This GAP analysis takes into consideration the current
estimated prepayments on loans and amortizing investment securities.  The
Corporation had a gap within one year at September 30, 1997 of positive
$2.2 million and a rate sensitivity ratio of positive .55% in comparison to
a positive gap of $2.2 million and a rate sensitivity ratio of positive
 .62% at December 31, 1996.  Throughout 1997, the Corporation's gap position
has become more negative with the growth of the new indexed money market
account.  The recent CD promotion, which targeted longer maturities, has
helped to offset this increased negative sensitivity.  Due to the fact that
the gap position is relatively neutral, changes in the present rate
environment should not materially impact the Corporation's net interest
income in the short-term.

               HANOVER BANCORP CONSOLIDATED GAP ANALYSIS
0-30          31-90         91-365
                                 DAYS           DAYS          DAYS  
                                      (In thousands of dollars)
September 30, 1997:

Interest Earning Assets         $60,364       $18,126        $74,526
Interest Bearing Liabilities     66,310        23,482         61,037

Rate Sensitivity GAP:
     Periodic Gap               $(5,946)      $ (5,356)       $13,489
     Cumulative Gap             $(5,946)      $(11,302)       $ 2,187

Rate Sensitivity Ratio
     Periodic Gap                 (1.50)%        (1.35)%         3.40% 
     Cumulative Gap               (1.50)%        (2.84)%          .55% 

December 31, 1996:

Rate Sensitivity GAP:
     Periodic Gap               $ 7,238       $  (559)       $(4,481)
     Cumulative Gap             $ 7,238       $ 6,679        $ 2,198

Rate Sensitivity Ratio
     Periodic Gap                  2.03%         (.15)%        (1.26)% 
     Cumulative Gap                2.03%         1.88%           .62%
REGULATORY ISSUES

     Congress is currently considering legislative reform centered on
repealing the Glass-Steagall Act which prohibits commercial banks from
engaging in the securities industry.  The holding company structure would
be regulated by the Federal Reserve Board, and its subsidiaries would be
supervised by the applicable regulator based on their respective 
functions.

     From time to time, various types of federal and state legislation have
been proposed that could result in additional regulation of, and
restrictions on, the business of the Corporation and the Bank.  It cannot
be predicted whether such legislation will be adopted
or, if adopted, how such legislation would affect the business of the
Corporation and the Bank.  As a consequence of the extensive regulation of
commercial banking activities in the United States, the Corporation's and
the Bank's business is particularly susceptible to being affected by
federal legislation and regulations that may increase the cost of doing
business.  Except as specifically described above, management believes that
the effect of the provisions of the aforementioned legislation on the
liquidity, capital resources, and results of operations of the Corporation
will be immaterial.

     Further, the business of the Corporation is also affected by the state
of the financial services industry in general.  As a result of legal and
industry changes, management expects that the industry will continue to
experience consolidations and mergers as the financial services industry
strives for greater cost efficiencies and market share. Management believes
that such consolidations and mergers may enhance its competitive position
as a community bank.

     On September 30, 1996, the President signed into law the Deposit
Insurance Funds Act of 1996 to recapitalize the Savings Association
Insurance Fund (SAIF) administered by the FDIC and to provide for repayment
of the Financial Institution Collateral Obligation (FICO) bonds issued by
the United States Treasury Department.  Pursuant to this legislation, the
FDIC levied a one-time special assessment on SAIF deposits equal to 65.7
cents per $100 of the SAIF-assessable deposit base as of March 31, 1995.

     During the years 1997, 1998 and 1999, the average regular annual
deposit insurance assessment is estimated to be about 1.29 cents per $100
of deposits for Bank Insurance Fund (BIF) deposits and 6.44 cents per $100
of deposits for SAIF deposits.  Individual institution's assessments will
continue to vary according to their capital and management ratings.  As
always, the FDIC will be able to raise the assessments as necessary to
maintain the funds at their target capital ratios provided by law.  After
1999, BIF and SAIF will share the FICO costs equally.  Under current
estimates, BIF and SAIF assessment bases would each be assessed at the rate
of approximately 2.43 cents per $100 of deposits. The FICO bonds will
mature in 2018-2019, ending the interest payment obligation.  

     Since the Corporation does not hold any SAIF insured deposits, it was
not subject to the special assessment and it will only be liable for the
BIF assessment rate from 1997 to 1999 and the combined rate thereafter.

     The law also provides that BIF and SAIF are to merge to form the
Deposit Insurance Fund ("DIF") at the beginning of 1999, provided that
there are no SAIF institutions in existence at that time.  Merger of the
Funds will require state laws to be amended in those states authorizing
savings associations to eliminate that authorization (state chartered
savings banks will not be affected).  This provision reflects Congress's
apparent intent to merge thrift and commercial bank charters by January
1999; however, no law has yet been enacted to achieve that purpose.   The
Act also provides regulatory relief to the financial services industry
relative to environmental risks, frequency of examinations, and the
simplification of forms and disclosures.

     The regulation will increase the Corporation's FDIC insurance premium
costs slightly beginning in 1997.  This law did not have, nor is expected
to have, a material impact on the Corporation's liquidity, capital
resources or results of operations.

     In January 1997, the SEC issued new disclosure rules related to
derivatives and exposures to market risk (e.g. interest rate risk, foreign
currency exchange rate risk, commodity price risk, equity price risk) from
derivative financial instruments, other financial instruments and certain
derivative commodity instruments.  The new disclosure rules have two parts:
quantitative and qualitative market risk disclosures outside the financial
statements and accounting policy disclosures about derivatives in the notes
to the financial statements.  For all banks and thrifts and other companies
with market capitalization in excess of $2.5 billion, the market risk
disclosures are effective for financial statements for years ending after
June 15, 1997.  For all other affected registrants, these disclosures are
effective for years ending after June 15, 1998.  The expanded policy
disclosures are effective for all registrants beginning with financial
statements for periods ending after June 15, 1997.  The Corporation at
present does not utilize derivatives and thus the expanded policy
disclosures are not applicable.  With respect to the market risk
disclosures, management is currently evaluating the new guidelines and the
impact they will have on the Corporation's financial statements.

     In February 1997, FASB issued Statement of Financial Accounting
Standards No. 128, "Earnings Per Share".  This standard changes the current
method of calculating primary
earnings per share specifically as it relates to the treatment of the
dilutive effect of stock options.  It is effective for financial statements
for periods ending after December 15, 1997.  Management does not anticipate
that this standard will have a material impact on the Corporation's
earnings per share.

     In June 1997, FASB issued Statement of Financial Accounting Standards
No. 130, "Reporting Comprehensive Income". The focus of this statement is
to establish standards for reporting and displaying comprehensive income
and its components in the financial statements.  The new standard is
effective for fiscal years beginning after December 15, 1997.  Management
is currently evaluating the provisions of this statement and the impact it
may have on the Corporation's financial statements.

     In June 1997, FASB issued Statement of Financial Accounting Standards
No. 131, "Disclosures about Segments of an Enterprise and Related
Information".  This statement establishes standards for the reporting of
financial information from operating segments in annual and interim
financial statements. It requires that segment financial information be
reported on the basis that it is reported internally. FASB 131 is effective
for fiscal years beginning after December 15, 1997.  Since this standard
addresses supplemental information disclosures, its adoption will not have
a material impact on the Corporation's financial statements.

     Management is not aware of any other current specific recommendations
by regulatory authorities or proposed legislation, which if they were
implemented, would have a material adverse effect upon the liquidity,
capital resources or results of operations, although the general cost of
compliance with numerous and multiple federal and state laws and
regulations does have, and in the future may have, a negative impact on the
Corporation's results of operations.  

     During the first quarter of 1997 the FDIC completed a routine
examination of the Bank including an assessment of asset quality.  During
1996 the Pennsylvania State Department of Banking completed a similar
examination of the Bank.
PART II.  OTHER INFORMATION

HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

Item 1.  Legal Proceedings

     In the opinion of the management of the Corporation and the Bank,
there are no proceedings pending to which the Corporation and/or Bank is a
party or to which their property is subject, which, if determined adversely
to the Corporation or Bank, would be material in relation to the
Corporation's and the Bank's undivided profits or financial condition. 
There are no proceedings pending other than ordinary routine litigation
incident to the business of the Corporation or the Bank.  In addition, no
material proceedings are pending or are known to be threatened or
contemplated against the Corporation or the Bank by government authorities. 

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 - 
          
       On October 17, 1997, the Board of Directors of the Registrant adopted
       an amendment to the Corporation's By-laws which became effective on
       that date.  The specific By-law and the nature of the amendment is as
       follows:
       
       Article III, Section 1.c. - The number of Directors that should be
       elected at the Annual Shareholders Meeting shall be determined by the
       Board of Directors (previously determined by the Shareholders).

Item 6.  Exhibits and Reports on Form 8-K
     (a)  Exhibits - Exhibit 27.  Financial Data Schedule

     (b)  Reports on Form 8-K - None
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. 

                                         HANOVER BANCORP, INC.

Date: November 14, 1997                  /s/ Bradley Scovill    
                                         J. Bradley Scovill
                                         President and
                                         Chief Executive Officer
                                         (Principal Executive Officer)

Date: November 14, 1997                  /s/ Thomas J. Paholsky     
                                         Thomas J. Paholsky
                                         Treasurer
                                         (Principal Accounting and
                                          Financial Officer)