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        March 31, 1999        

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 March 31, 1999
       Common Stock,        3,941,374 shares            
 par value $.83 per share                                                   

                           1
<PAGE>
INDEX


HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY



                                                                     Page #
Part I. Financial Information

       Item 1.  Financial Statements (Unaudited)

                Consolidated Balance Sheets -            
                March 31,1999 and December 31, 1998 . . . . . . . . . .  3

                Consolidated Statements of Income -      
                Three Months Ended March 31, 1999 and 1998  . . . . . .  4

                Consolidated Statements of Cash Flows -             
                Three Months Ended March 31, 1999 and 1998  . . . . . .  5
 
                Notes to Consolidated Financial Statements . . . . . . . 6

       Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations  . . . . . 8


Part II.      Other Information

       Item 1.  Legal Proceedings. . . . . . . . . . . . . . . . . . .  20

       Item 2.  Changes in Securities. . . . . . . . . . . . . . . . .  20

       Item 3.  Defaults Upon Senior Securities. . . . . . . . . . . .  20

       Item 4.  Submission of Matters to a Vote of Security Holders. .  20

       Item 5.  Other Information. . . . . . . . . . . . . . . . . . .  20

       Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . .  20

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
       

                           2
<PAGE>

Part I. Financial Information

<TABLE>
Consolidated Balance Sheets
(unaudited in thousands, except per share data)
<CAPTION>

                                                                                  March 31,  December 31,
                                                                                    1999         1998
<S>                                                                              <C>        <C>
ASSETS
   Cash and due from banks                                                        $ 17,415   $    17,539
   Federal funds sold                                                               15,996         8,635
     Cash and cash equivalents                                                      33,411        26,174
   Interest bearing deposits with other banks                                        1,177            59
   Short-term investments                                                            7,966             -
   Investment securities:
     Available-for-sale                                                            139,408       143,202
     Held-to-maturity (market value -$1,790 and $1,794, respectively)                1,755         1,759
                                                                                   141,163       144,961
   Loans:
     Commercial, financial and agricultural                                         42,348        43,803
     Real estate-construction                                                        4,459         5,429
     Real estate-commercial mortgage                                                47,888        44,750
     Real estate-residential mortgage                                              129,109       130,196
     Consumer                                                                       66,369        65,162
                                                                                   290,173       289,340
   Less: Allowance for loan losses                                                  (3,629)       (3,405)
     Net loans                                                                     286,544       285,935
   Premises and equipment                                                            7,150         7,236
   Accrued interest receivable                                                       2,934         2,938
   Other assets                                                                      3,147         2,790
      TOTAL ASSETS                                                                $483,492   $   470,093

LIABILITIES AND SHAREHOLDERS' EQUITY
   Liabilities
       Deposits:
         Non-interest bearing                                                     $ 36,753   $    33,827
         Interest bearing                                                          339,826       330,181
                                                                                   376,579       364,008
       Borrowed Funds:
         Short-term                                                                 15,721        15,651
         Long-term                                                                  49,053        49,136
                                                                                    64,774        64,787
       Accrued interest payable                                                      3,123         2,453
       Other liabilities                                                             1,430         1,468
       Dividends payable                                                               434           433
      TOTAL LIABILITIES                                                            446,340       433,149

   Shareholders' Equity
       Preferred stock, $2.50 par value; authorized, 2,000,000 shares;
         no shares issued or outstanding                                                 -             -
       Common Stock, $.83 par value; authorized, 9,000,000 shares;
         issued and outstanding: 1999-3,941,374 shares;
         1998-3,940,375 shares                                                       3,271         3,270
       Surplus                                                                      19,159        19,144
       Accumulated other comprehensive income                                          766         1,204
       Retained earnings                                                            13,956        13,326
      TOTAL SHAREHOLDERS' EQUITY                                                    37,152        36,944
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $483,492   $   470,093

Book value per share                                                              $   9.43   $      9.38

<FN>
 See accompanying notes.
</FN>
</TABLE>

                           3
<PAGE>

<TABLE>
Consolidated Statements of Income
(unaudited in thousands, except per share data)
<CAPTION>

                                              Three months ended
                                                   March 31,
                                                1999      1998
<S>                                          <C>       <C>
INTEREST INCOME

  Interest and fees on loans                  $ 5,872   $ 5,897
  Interest on federal funds sold                  170        21
  Interest on short-term investments               32         6
  Interest on investment securities:
    Taxable                                     1,499     1,245
    Tax-exempt                                    485       308
                                                1,984     1,553
     TOTAL INTEREST INCOME                      8,058     7,477

INTEREST EXPENSE

  Interest on deposits                          3,369     3,189
  Interest on borrowed funds                      830       543
     TOTAL INTEREST EXPENSE                     4,199     3,732
     NET INTEREST INCOME                        3,859     3,745
PROVISION FOR LOAN LOSSES                         195       445
     NET INTEREST INCOME AFTER PROVISION
       FOR LOAN LOSSES                          3,664     3,300

NET SECURITIES GAINS                               76       348

OTHER INCOME

  Trust and investment services income            286       235
  Service charges on deposit accounts             379       296
  Other operating income                          350       197
   TOTAL OTHER INCOME                           1,015       728

OTHER EXPENSE

  Salaries                                      1,385     1,382
  Employee benefits                               298       280
  Occupancy expense                               226       230
  Equipment expense                               298       272
  Marketing and advertising                       111       131
  Professional and service fees                   359       188
  Other operating expense                         711       611
   TOTAL OTHER EXPENSE                          3,388     3,094
     Income before income taxes                 1,367     1,282
INCOME TAXES                                      303       341
     NET INCOME                               $ 1,064   $   941

PER SHARE DATA

  Net income - basic and diluted              $  0.27   $  0.24
  Cash dividends declared                        0.11      0.10

<FN>
See accompanying notes.
</FN>
</TABLE>

                           4
<PAGE>

<TABLE>
Consolidated Statements of Cash Flows
(unaudited in thousands)
<CAPTION>

                                                                                     Three months ended
                                                                                           March 31,
                                                                                        1999       1998
<S>                                                                                  <C>        <C>
OPERATING ACTIVITIES

Net income                                                                            $  1,064   $    941
Adjustments to reconcile net income to net
  cash provided by operating activities:
    Provision for loan losses                                                              195        445
    Provision for depreciation and amortization                                            272        243
    Securities gains                                                                       (76)      (348)
    (Increase) decrease in net deferred tax assets                                         147        (32)
    Decrease in interest receivable                                                          4          3
    Increase in interest payable                                                           670        371
    Increase in other assets                                                              (278)       (94)
    Increase (decrease) in other liabilities                                              (301)       200
    Increase in accrued taxes                                                              263        230
    Loans originated for sale                                                           (4,359)    (6,175)
    Proceeds from sale of loans originated for sale                                      5,102      4,542
      NET CASH PROVIDED BY
      OPERATING ACTIVITIES                                                               2,703        326

INVESTING ACTIVITIES

Net increase in loans                                                                   (1,548)    (2,309)
Proceeds from sale of loans                                                                  -          -
Proceeds from sale of avaliable-for-sale investment securities                          26,699        603
Proceeds from maturities of investment securities                                        5,418      5,111
Purchases of investment securities                                                     (28,907)   (17,208)
Proceeds from maturities of short-term investments                                           -      1,600
Purchases of short-term investments                                                     (9,084)       (26)
Purchases of premises and equipment                                                       (186)      (551)
      NET CASH USED IN
      INVESTING ACTIVITIES                                                              (7,608)   (12,780)

FINANCING ACTIVITIES

Net increase in demand deposits, NOW accounts,
  money market accounts, and savings accounts                                            7,481      9,752
Net increase (decrease) in certificates of deposit and other time deposits               5,090     (1,079)
Net increase (decrease) in borrowed funds                                                  (13)     4,611
Cash dividends paid                                                                       (433)      (382)
Cash paid in lieu of fractional shares                                                       -          -
Proceeds from issuance of common stock                                                      17        343
Repurchase and retirement of common stock                                                    -          -
      NET CASH PROVIDED BY
      FINANCING ACTIVITIES                                                              12,142     13,245

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                         7,237        791

Cash and cash equivalents at beginning of year                                          26,174     19,718
  CASH AND CASH EQUIVALENTS AT END OF YEAR                                            $ 33,411   $ 20,509

<FN>
See accompanying notes.
</FN>
</TABLE>

                           5
<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 March 31, 1999, and December 31, 1998, the 
results of its operations for the three months ended March 31, 1999 and 
1998 and cash flows for the three months ended March 31, 1999 and 1998.

(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, 1998.

(4)    Net income (basic and diluted) and cash dividends per share are based 
on the weighted average number of shares outstanding which were 
3,941,336 during the quarter ended March 31, 1999 and 3,921,747 during 
the quarter ended March 31, 1998. The effective dilutive securities 
for these periods are immaterial.

(5)    The results of operations for the three months ended March 31, 1999, 
are not necessarily indicative of the results that may be expected for 
the year ended December 31, 1999.

(6)    Management maintains the allowance for loan losses at a level 
believed adequate to absorb potential future 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)    Comprehensive income and its components for the three months ended 
March 31, are as follows: 

<TABLE>
<CAPTION>
                                                     Three months ended
                                                         1999      1998
<S>                                                  <C>       <C>
Net income                                           $  1,064  $    941
Adjustment to net unrealized gains on
  securities available-for-sale, net of
  tax effects and reclassification adjustment
  for gains included in net income                       (438)     (179)
Comprehensive Income                                 $    626  $    762

</TABLE>

Accumulated other comprehensive income consists of the net unrealized 
gain on securities available-for-sale, net of tax effects.

                           6
<PAGE>
(8)    In June 1998, FASB issued Statement No 133, "Accounting for 
Derivative Instruments and Hedging Activities".  This statement 
requires the recognition of derivative instruments as assets or 
liabilities, measured at fair value.  This standard is effective for 
fiscal years beginning after June 15, 1999.  The Corporation is not 
currently involved in any transactions which fall under the 
definitions of this standard, therefore it is not expected to have an 
impact on its' liquidity, capital resources or results of 
operations.

In October 1998, FASB issued Statement No. 134, " Accounting for 
Mortgage Backed Securities Retained after the Securitization of 
Mortgage Loans Held for Sale by a Mortgage Banking Enterprise".  
This statement amends FASB Statement No. 65, "Accounting for Certain 
Mortgage Banking Activities" to require that after the 
securitization of mortgage loans, the classification of the resulting 
mortgage-backed securities be based on the ability and intent to sell 
or hold the securities.  This standard was effective on January 1, 
1999.  The Corporation is not currently involved in any transactions 
which fall under the definitions of this standard, therefore it has 
not had an impact on the Corporation's liquidity, capital resources 
or results of operations. 

***********

                           7
<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 first quarter of 1999, 
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, changes in interest rates, 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.    

First Quarter of 1999 Compared to First Quarter of 1998:

Net income for the three months ended March 31, 1999, increased $123,000 or 
13.1% from 1998 while earnings per share (EPS) increased $.03 or 12.5% during 
the same period. Return on average core equity (all equity accounts except 
accumulated other comprehensive income) improved from 11.30% in 1998 to 11.73% 
in 1999.  

Net interest income on a fully taxable equivalent basis was $4.1 million for 
the quarter ended March 31, 1999, an increase of $205,000 or 5.2% from 1998's 
level of $3.9 million. This increase was due to higher earning asset levels of 
$64.0 million, which was driven by deposit and loan growth and increased 
investment security activity. Net interest margin decreased 41 basis points 
from 4.17% in 1998 to 3.76% in 1999. Since deposit growth outpaced loan growth 
during this period, much of the excess funding was deployed in the investment 
portfolio. The Corporation also utilized Federal Home Loan Bank of Pittsburgh 
(FHLB) borrowings to fund additional investment security activity. As a 
result, this growth generated narrower spreads which lowered the margin. 

The provision for loan losses during the first quarter of 1999 was $195,000 
compared to $445,000 for 1998. The Corporation makes provisions as necessary 
to maintain the allowance at level adequate to absorb potential future 
losses within the portfolio.


                           8
<PAGE>
Securities gains decreased from $348,000 during the three months ended March 
31, 1998 to $76,000 for the same period in 1999. This decrease was due to 
lower equity gains realized from the Corporation's bank stock portfolio.

Other income for the three months ended March 31, 1999 increased $287,000 or 
39.4% over the same period in 1998.  The increase in trust and investment 
services income is reflective of growth in assets under management. Service 
charges on deposit accounts increased primarily as a result of higher 
overdraft fees related to fee changes. Other operating income was up as a 
result of increased income realized through mortgage loan sales in addition to 
increased loan fee income.

Total other expense during the first quarter of 1999 was $294,000 or 9.5% 
higher than in 1998. The increase in professional and service fees was due to 
the contracting of PC help desk and network administration functions, costs 
related to technology consulting and increased recruiting expenses. The 
increase in other operating expense was primarily related to continued 
technology enhancements. Salary expense was affected by a lower level of FTEs 
within the technology group due to the contracting of the functions mentioned 
above. The resulting efficiency ratio (the cost to generate one dollar of 
revenue) for the three months ended March 31, 1999 was 65.67% compared to 
66.29% a year ago.

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 22.2% for the quarter 
ended March 31, 1999 compared to 26.6% rate in 1998. The decrease from period 
to period was a result of a higher level of tax free assets during 1999.


Financial Condition


Deposits are the most important funding source and the primary support for the 
Corporation's growth.  During the first three months of 1999, total deposits 
increased $12.6 million or 3.5%.  This growth came primarily from the demand 
and money market categories and certificates of deposit (CDs). Overall, 
deposit growth was positively impacted by an early year promotion program and 
the continued consolidation within the local marketplace. Borrowed funds, the 
other primary funding source, remained fairly constant during the first 
quarter of 1999. 

The Corporation uses funds to support its lending and investing activities.  
Net loans outstanding increased by $609,000 or .2% from December 31, 1998 to 
March 31, 1999. The growth was comprised of increases in the commercial and 
consumer categories offset by decreases in the residential mortgage 
categories. The decrease in the residential mortgage category was a result of 
the increased prepayment activity driven by the lower rate environment. 
Investment securities decreased $3.8 million or 2.6% through the first three 
months of 1999 while federal funds sold and other short-term investments 
increased by $16.4 million during this period.  The decrease in investment 
securities resulted from continued high prepayment activity.  The increase 
federal funds sold and other short-term investments reflects the current 
mismatch between deposit and loan growth and management's expectation that 
this trend is only temporary.

                           9
<PAGE>

<TABLE>
Trends in Sources and Uses of Funds
(in thousands, except percentages)
<CAPTION>

                                                          March 31,  December 31,     Change
                                                            1999        1998         $        %
<S>
Funding Sources                                           <C>        <C>          <C>       <C>
  Deposits                                                $376,579   $  364,008   $12,571     3.5%
  Borrowed funds                                            64,774       64,787       (13)   (0.0%)
  Other liabilities                                          4,987        4,354       633    14.5%
  Shareholders' equity                                      37,152       36,944       208     0.6%
    TOTAL SOURCES                                         $483,492   $  470,093   $13,399     2.9%

Funding Uses
  Loans                                                   $286,544   $  285,935   $   609     0.2%
  Investment securities                                    141,163      144,961    (3,798)   (2.6%)
  Federal funds sold and short-term investments             25,139        8,694    16,445   189.2%
  Other assets                                              30,646       30,503       143     0.5%
    TOTAL USES                                            $483,492   $  470,093   $13,399     2.9%

</TABLE>

                           10
<PAGE>
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 or exceeds 
all regulatory requirements. At March 31, 1999, total shareholders' equity 
was $37.2 million, an increase of $208,000 or .6% from December 31, 1998.  
This change consisted of an increase of $646,000 in capital stock, surplus and 
undivided profits (core equity) and a decrease of $438,000 in accumulated 
other comprehensive income (unrealized gains on AFS securities).  The increase 
in the core equity was primarily the result of earnings retained.  The 
decrease in unrealized gains resulted from the higher level of market interest 
rates and lower valuations within the bank stock portfolio.

On April 17, 1998, the Board of Directors declared a 4-for-3 stock split which 
was paid June 1, 1998 to shareholders of record May 1, 1998.  The primary 
objective of this split was to enhance liquidity and improve marketability by 
increasing the number of shares outstanding, while maintaining the strong 
market climate for Hanover Bancorp stock. Another tool available to management 
for supporting the market for the Corporation's stock is the repurchase 
program approved April 18, 1997 by the Board of Directors. As of March 31, 
1999, 148,347 shares were still available for purchase under the program. This 
program and a prior program have benefited the Corporation in terms of 
improved EPS and ROE, two performance factors key to driving shareholder 
value. 

During the quarter ended March 31, 1999, the Board of Directors declared a 
cash dividend of $.11 per share payable May 1, 1999, an increase of $.01 or 
10.0% 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.
<TABLE>
<CAPTION>
                                                 March 31, December 31,
                                                   1999      1998
<S>                                               <S>        <S>
Hanover Bancorp, Inc.
       Tier 1 capital to risk-adjusted assets     11.83%     12.02%
       Total capital to risk-adjusted assets      13.03%     13.16%
       Leverage ratio                              7.79%      8.04%
       
Bank of Hanover and Trust Company
       Tier 1 capital to risk-adjusted assets       9.93%     10.43%
       Total capital to risk-adjusted assets       11.15%     11.60%
       Leverage ratio                               6.49%      6.93%

</TABLE>
       
                           11
<PAGE>
The Federal Deposit Insurance Corporation Improvement Act of 1991 
("FDICIA") created a framework for supervisory actions in an effort to 
reduce the risks of possible long-term losses to the deposit insurance 
funds.  It established five levels of capital at which insured depository 
institutions will be "well capitalized," "adequately capitalized," 
"undercapitalized," "significantly undercapitalized" and "critically 
undercapitalized".  In 1992, the regulators adopted regulations to 
implement the requirements of FDICIA.  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 "CAMELS" 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.

The Bank has been deemed "well capitalized".


                           12
<PAGE>

Asset Quality and Allowance for Loan Losses:


The following table illustrates the Corporation's nonperforming asset position
as of March 31, 1999 compared to its position at December 31, 1998.

<TABLE>
<CAPTION>

                                                          March 31,     December 31,
                                                             1999          1998

<S>                                                    <C>           <C>
Non-accrual loans                                      $        843  $        517
Accruing loans past due 90 days or more                         162           425
Restructured loans                                                -             -
Other real estate and other
  repossessed assets                                             94            81
Total non-performing assets                            $      1,099  $      1,023

Non-accrual loans by category

Commercial, financial and agricultural                 $         72  $         81
Real estate-construction                                          -             -
Real estate-mortgage                                            746           426
Consumer                                                         25            10
                                                       $        843  $        517

Past due loans by category

Commercial, financial and agricultural                 $         48  $        153
Real estate-construction                                         80             -
Real estate-mortgage                                             25           204
Consumer                                                          9            68
                                                        $       162   $       425

</TABLE>

                           13
<PAGE>
Nonperforming assets were .38% of total loans at March 31, 1999 compared to 
 .35% at December 31, 1998.  In addition, potential problem loans at March 31, 
1999, as determined by the Corporation's internal review process, were $1.2 
million, the same level for December 31, 1998.  Of these amounts, $353,000 and 
$379,000 were considered impaired under FASB 114 for March 31, 1999 and 
December 31, 1998, 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:
<TABLE>
<CAPTION>
                                                   Period ended
                                                    March 31,
                                              1999             1998  
<S>                                         <C>              <C>
Balance at beginning of period              $3,405           $2,908
Recoveries on loans                            165               49
Provision charged to operations                195              445
Loans charged-off                             (136)            (213)
Balance at end of period                    $3,629           $3,189

</TABLE>
The Corporation remains committed to making 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 $195,000 was made during 
the first three months of 1999 compared to $445,000 during the prior year. Net 
recoveries for the period ended March 31, 1999 were $29,000 compared to net 
charge-offs of $164,000 for the same period in 1998. The Corporation 
experienced net recoveries in 1999 due to a large recovery on one commercial 
loan. The resulting allowance for loan losses at March 31, 1999 was $3.6 
million in comparison to $3.4 million at December 31, 1998.  This allowance 
approximated 1.25% of total loans and 330% of nonperforming assets at March 
31, 1999 versus 1.18% and 333% at year end 1998.  Management feels that the 
allowance for loan losses is adequate to cover potential future losses within 
the overall portfolio.


Liquidity

Liquidity is the ability to meet funding requirements of customers' deposit 
withdrawals or credit needs at a reasonable cost.  The Corporation's 
Asset/Liability Management Committee (ALCO) has established policies and 
procedures to control its liquidity position and to provide for potential 
future needs.  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 74.3% at March 31, 1999, while CDs over $100,000 
and other borrowed funds to total assets was 17.0%. To manage its liquidity 
needs, the Corporation looks to a number of sources on both sides of its 
balance sheet.  

                           14
<PAGE>
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 March 31, 1999, the balance 
of the federal funds sold and short-term investments accounts were $16.0 
million and $8.0 million, respectively, while a total of $8.8 million of the 
Corporation's investment portfolio was scheduled to mature in one year or 
less.  Additionally, an average of $8.8 million in loan principal repayments 
and $1.1 million in mortgage-backed and asset-backed securities repayments 
were received by the Corporation during each month of the first three months 
of 1999.

The Corporation maintains borrowing agreements with several correspondent 
banks and the Discount Window at the Federal Reserve Bank of Philadelphia. 
In addition, it has access to the FHLB for permanent funding needs.  
Through these relationships, the Corporation has available short-term 
credit of approximately $10.0 million and permanent funding of 
approximately $65.6 million.


Market Risk

In January 1997, the Securities and Exchange Commission (SEC) issued new 
disclosure rules related to derivatives and exposures to market risk from 
derivative financial instruments, other financial instruments and certain 
derivative commodity instruments.  These rules became effective for the 
Corporation's December 31, 1997 financial statements.  Market risk 
includes interest rate risk, foreign currency exchange rate risk, commodity 
price risk and equity price risk.  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.  As further discussed within, the 
Corporation's primary market risk is interest rate risk from its financial 
assets and liabilities.  Derivatives are not presently utilized and thus 
the expanded policy disclosures are not applicable

Interest rate risk is the exposure to fluctuations in the Corporation's 
current and future net interest income from movements in interest rates.  
This exposure results from differences between the amounts of interest 
earning assets and interest bearing liabilities that reprice within a 
specified time period.  

The primary objective of the Corporation's asset/liability management 
process is to maximize current and future net interest income within 
acceptable levels of interest rate risk while satisfying liquidity and 
capital requirements.  Management recognizes that a certain amount of 
interest rate risk is inherent and appropriate yet is not essential to the 
Corporation's profitability. Thus the goal of interest rate risk 
management is to maintain a balance between risk and reward such that net 
interest income is maximized while risk is maintained at a tolerable level. 
 


                           15
<PAGE>
The Corporation uses gap and simulation analyses for measuring interest 
rate risk.  These methods allow management to regularly monitor both the 
direction and magnitude of the Corporation's risk exposure.  The 
Corporation primarily uses the securities portfolio and FHLB advances to 
manage its interest rate risk position.  Additionally, pricing, promotion 
and product development activities are directed in an effort to emphasize 
the term or repricing characteristics that best meet current interest rate 
risk objectives. At present, off-balance sheet instruments are not used by 
the Corporation.

Gap analysis assigns each interest earning asset and interest bearing 
liability to a time frame reflecting its next repricing or maturity date. 
Incorporated into this process are the trends in prepayments on loan 
balances and mortgage-backed securities. The difference between total 
interest-sensitive assets and liabilities at each time frame represents the 
interest sensitivity gap for that interval.  A positive gap generally 
indicates that rising interest rates during a particular interval will 
increase net interest income, since more assets will reprice than 
liabilities.  The opposite is true for a negative gap position. The 
Corporation had a cumulative gap within one year at March 31, 1999 of 
negative $2.2 million or .46% of total assets.   At December 31, 1998, the 
Corporation had a positive gap of $19.5 million or 4.15% of total assets.  
This shift to a fairly neutral gap from December 31, 1998 to March 31, 1999 
was largely the result of extending maturities in the investment portfolio 
and a block of certificates of deposit falling within the one year time 
frame.

Simulation analysis prospectively evaluates the effect of upward and 
downward changes in interest rates on net interest income. This process is 
largely dependent on the underlying assumptions.  Key assumptions in the 
model include maturity and repricing characteristics of the financial 
assets and liabilities, prepayments on amortizing assets, other imbedded 
options, nonmaturity deposit sensitivity and loan and deposit growth and 
pricing.  These assumptions are inherently uncertain due to the timing, 
magnitude and frequency of rate changes and changes in market conditions 
and management strategies, among other factors.  In addition, the 
Corporation has not yet developed alternative prepayment or balance sheet 
growth assumptions for the various rate scenarios.  Therefore the model 
cannot precisely estimate net interest income or predict the impact of 
higher or lower interest rates on net interest income.  However, the model 
is useful in that it helps to quantify interest rate risk and it provides a 
relative gauge of the Corporation's interest rate risk position over time.

Based on the results of the simulation model as of March 31, 1999, the 
Corporation would expect net interest income to decrease over the next 
twelve months by 1.2% assuming an immediate upward shift in market interest 
rates of 200 basis points, and to decrease by 1.4% if rates shifted 
downward in the same manner. At December 31, 1998, net interest income was 
expected to decrease by .9% in the upward scenario and to decrease by 1.5% 
in the downward scenario. The simulation results are largely affected by 
the Corporation's holdings of approximately $43 million of convertible 
FHLB borrowings. These borrowings contain features which allow the FHLB to 
convert them from fixed rate to variable rate after a specified time 
period.  The model assumes that in the upward scenario the FHLB would 
exercise these options as soon as they become available. This explains why 

                           16
<PAGE>
both the up and down scenarios are showing similar results (i.e. in the up 
scenario, the additional income realized due to the asset sensitivity is 
offset by the repricing advances). Consistent with the gap analysis, the 
change to a more negative position from December 31, 1998 to March 31, 1999 
is due to extended maturities in the investment portfolio and increased 
certificate of deposit maturities within one year.


YEAR 2000

Many older computer programs were designed using two digits rather than 
four to define the year. This date-sensitive software may recognize a date 
using "00" as the year 1900 rather than the year 2000.  This could cause 
a system failure or miscalculations causing disruptions of operations, 
including, among other things, a temporary inability to process 
transactions, send invoices, or engage in similar normal business 
activities.  This situation, known by many as the Year 2000 (Y2K) issue, 
applies not only to the systems utilized by the Corporation, but also to 
the systems utilized by customers, creditors, vendors and suppliers of the 
Corporation.

To address Year 2000 issues, the Corporation has adopted a policy and 
strategic project plan using guidelines established by the Federal 
Financial Institutions Examination Council (FFIEC). A corporate-wide Year 
2000 task force meets regularly to discuss upcoming projects and assess 
progress. Senior Management and the Board of Directors are closely 
monitoring the Year 2000 project using a monthly progress report and 
internal audits. On a regular basis, bank examiners from the Federal 
Deposit Insurance Corporation (FDIC) evaluate readiness for the Year 2000 
to confirm that guidelines are being met. The Corporation intends to 
complete the Year 2000 project plan and have substantially all necessary 
system changes implemented in advance of the deadline established by 
regulatory authorities of June 30, 1999. 

The Corporation's current focus is on testing and contingency planning. 
The Corporation has inventoried and assessed all software, hardware and 
systems for Year 2000 readiness. Any non-compliant items are being upgraded 
or replaced. Testing is being done to ensure that all mission-critical 
systems will function correctly in the year 2000 and beyond, properly 
handling all date-sensitive data. The rigorous testing procedures encompass 
the ATM network, telephone banking system, core processing system, internal 
PC network, internal and external interfaces and mission-critical software. 
The vendor of the core processing system has tested all 13 critical dates 
outlined in FFIEC guidance. The Corporation is testing each critical date 
based upon assessed exposure to date sensitivities. Doing so will ensure 
that vendor test results are repeatable within the Corporation's specific 
system parameters. The Corporation's internal auditor is reviewing test 
results from all hardware, software and systems. The Corporation intends to 
have all testing completed by June 30, 1999.

To minimize customer inconvenience and facilitate a "business as usual" 
environment, the Corporation is developing contingency plans in the event 
of unexpected Year 2000 problems.  The Corporation has updated its disaster 
recovery plan and assigned corporate-wide team leaders. This plan 
encompasses contingencies for mission-critical mainframe and PC-based 

                           17
<PAGE>
applications, third-party relationships and environmental systems. A Year 
2000 contingency plan was also developed. This plan addresses aspects 
outside of the locus of control such as telecommunications, electric 
companies and other utility companies.  The procedures in the disaster 
recovery and Year 2000 contingency plans will be reassessed for 
thoroughness and validity on a quarterly basis. 

Utilizing information from written vendor surveys, Internet sites and 
internal testing, the Corporation has assessed the year 2000 readiness of 
vendors and service providers. Those being assessed include application 
software vendors, automated clearinghouses, electronic payment systems 
(Federal Reserve), equipment, telecommunication and utility companies. The 
FDIC is also monitoring the readiness of the Corporation's ATM and core 
processing system providers. The Corporation has determined that all 
infrastructure components are Year 2000 compliant, including ATM machines, 
safe deposit boxes, vaults, security systems, office equipment, lighting 
and heating and cooling systems. Using a written survey and contacts with 
loan officers, the Corporation is assessing the Year 2000 readiness of 
customers holding significant commercial loans. The Corporation has 
established Year 2000 compliance as a factor in its credit decisions and 
loan documentation.

A central component of the Year 2000 project is customer and shareholder 
awareness of the issue and the steps taken by the Corporation. All branches 
and the Teleservices area have been educated on the Year 2000 issue. 
Customer concerns are being addressed using statement brochures, lobby 
brochures and posters. To facilitate shareholder awareness, a brochure 
describing the Corporation's Year 2000 effort was included in the fourth 
quarter 1998 report. As a public service, the Corporation informed business 
customers about the Small Business Administration Year 2000 hot line in 
commercial statements from December 1998 through January 1999. 

The cost of becoming Year 2000 compliant has been insignificant to date and 
management believes that the costs to complete the remaining steps will not 
have a material impact on future results of operations. 

Failure of the Corporation or third parties to correct Year 2000 issues 
could cause disruption of operations resulting in increased operating costs 
and other adverse effects. In addition, to the extent customers' financial 
positions are weakened as a result of Year 2000 issues, credit quality 
could be affected. It is not possible to predict with certainty all of the 
adverse effects that may result from a failure of the Corporation or third 
parties to become fully Year 2000 compliant or whether such effects could 
have a material impact on the Corporation.
The costs of the project and the date on which the Corporation believes it 
will complete the Year 2000 modifications are based on management's best 
estimates, which were derived utilizing numerous assumptions of future 
events, including the continued availability of certain resources and other 
factors.  However, there can be no guarantee that these estimates will be 
achieved and actual results could differ materially from those anticipated. 

                           18
<PAGE>
 Specific factors that might cause such material differences include, but 
are not limited to, the availability and cost of personnel trained in this 
area, the ability to locate and correct all relevant computer codes, and 
similar uncertainties.

On October 19, 1998, Congress enacted the Year 2000 Information and 
Readiness Disclosure Act (the "Act"). The purpose of the Act is (1) to 
promote the free disclosure and exchange of information related to Year 
2000 readiness; (2) to assist in effectively and rapidly responding to Year 
2000 problems; and (3) to establish uniform legal principles in connection 
with the disclosure and exchange of information related to Year 2000 
readiness. In accordance with the Act, all Bank of Hanover communications 
regarding Year 2000 readiness efforts are designated as Year 2000 Readiness 
Disclosures.

REGULATORY ISSUES

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.  Congress has proposed 
"modernization" of the financial services industry.  This proposed 
modernization will have the effect of deregulating and expanding the 
business activities of financial institutions.  These additional activities 
may include broader insurance powers, securities underwriting activities 
and equity investments by commercial banks.  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. 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 not be material. 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.  However, 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.

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 believes 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.

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.


                           19
<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

(a)    An annual meeting of shareholders was held April 27, 1999.

  (b)-(c)     One matter was voted upon, as follows:

       Four directors were elected, as below:
                                            Votes      Votes
                                  Term      Cast       Cast       Votes
                                Expires    "For"    "Against" "Abstained"

              Re-elected

              Michael D. Bross      2002   3,934,334     882     6,159
              Thomas M. Bross, Jr.  2002   3,933,246   1,970     6,159
              Earl F. Noel, Jr.     2002   3,935,216       0     6,159
              J. Bradley Scovill    2002   3,930,654   4,562     6,159
       


              Directors whose term continued after meeting

                                        Term
                                        Expires

              Terrence L. Hormel         2000
              Charles W. Test            2000
              S. Eisenhart, Jr.          2000
              Bertram F. Elsner          2001
              J. Daniel Frock            2001
              Gordon A Haaland, Ph.D.    2001
              Stewart E. Hartman, Jr.    2001


                           20
<PAGE>
Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K 

       (a) Exhibits - Exhibit 27.  Financial Data Schedule

       (b)    Reports on Form 8-K - None
                           21
<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: May 14, 1999                       /s/ Bradley Scovill    
                                         J. Bradley Scovill
                                         President and
                                         Chief Executive Officer
                                         (Principal Executive Officer)



Date: May 14, 1999                       /s/ Thomas J. Paholsky     
                                         Thomas J. Paholsky
                                         Treasurer
                                         (Principal Accounting and
                                          Financial Officer)             


                           22
[{"type": "10-Q", "sequence": "1", "secsgml_size_bytes": 57135}]
{"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": "99623822"}, "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        March 31, 1999        

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 March 31, 1999
       Common Stock,        3,941,374 shares            
 par value $.83 per share                                                   

                           1
INDEX

HANOVER BANCORP, INC. AND ITS WHOLLY-OWNED SUBSIDIARY

                                                                     Page #
Part I. Financial Information

       Item 1.  Financial Statements (Unaudited)

                Consolidated Balance Sheets -            
                March 31,1999 and December 31, 1998 . . . . . . . . . .  3

                Consolidated Statements of Income -      
                Three Months Ended March 31, 1999 and 1998  . . . . . .  4

                Consolidated Statements of Cash Flows -             
                Three Months Ended March 31, 1999 and 1998  . . . . . .  5
 
                Notes to Consolidated Financial Statements . . . . . . . 6

       Item 2.  Management's Discussion and Analysis of
                Financial Condition and Results of Operations  . . . . . 8

Part II.      Other Information

       Item 1.  Legal Proceedings. . . . . . . . . . . . . . . . . . .  20

       Item 2.  Changes in Securities. . . . . . . . . . . . . . . . .  20

       Item 3.  Defaults Upon Senior Securities. . . . . . . . . . . .  20

       Item 4.  Submission of Matters to a Vote of Security Holders. .  20

       Item 5.  Other Information. . . . . . . . . . . . . . . . . . .  20

       Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . .  20

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
       

                           2
Part I. Financial Information

Consolidated Balance Sheets
(unaudited in thousands, except per share data)
March 31,  December 31,
                                                                                    1999         1998
ASSETS
   Cash and due from banks                                                        $ 17,415   $    17,539
   Federal funds sold                                                               15,996         8,635
     Cash and cash equivalents                                                      33,411        26,174
   Interest bearing deposits with other banks                                        1,177            59
   Short-term investments                                                            7,966             -
   Investment securities:
     Available-for-sale                                                            139,408       143,202
     Held-to-maturity (market value -$1,790 and $1,794, respectively)                1,755         1,759
                                                                                   141,163       144,961
   Loans:
     Commercial, financial and agricultural                                         42,348        43,803
     Real estate-construction                                                        4,459         5,429
     Real estate-commercial mortgage                                                47,888        44,750
     Real estate-residential mortgage                                              129,109       130,196
     Consumer                                                                       66,369        65,162
                                                                                   290,173       289,340
   Less: Allowance for loan losses                                                  (3,629)       (3,405)
     Net loans                                                                     286,544       285,935
   Premises and equipment                                                            7,150         7,236
   Accrued interest receivable                                                       2,934         2,938
   Other assets                                                                      3,147         2,790
      TOTAL ASSETS                                                                $483,492   $   470,093

LIABILITIES AND SHAREHOLDERS' EQUITY
   Liabilities
       Deposits:
         Non-interest bearing                                                     $ 36,753   $    33,827
         Interest bearing                                                          339,826       330,181
                                                                                   376,579       364,008
       Borrowed Funds:
         Short-term                                                                 15,721        15,651
         Long-term                                                                  49,053        49,136
                                                                                    64,774        64,787
       Accrued interest payable                                                      3,123         2,453
       Other liabilities                                                             1,430         1,468
       Dividends payable                                                               434           433
      TOTAL LIABILITIES                                                            446,340       433,149

   Shareholders' Equity
       Preferred stock, $2.50 par value; authorized, 2,000,000 shares;
         no shares issued or outstanding                                                 -             -
       Common Stock, $.83 par value; authorized, 9,000,000 shares;
         issued and outstanding: 1999-3,941,374 shares;
         1998-3,940,375 shares                                                       3,271         3,270
       Surplus                                                                      19,159        19,144
       Accumulated other comprehensive income                                          766         1,204
       Retained earnings                                                            13,956        13,326
      TOTAL SHAREHOLDERS' EQUITY                                                    37,152        36,944
      TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                  $483,492   $   470,093

Book value per share                                                              $   9.43   $      9.38
See accompanying notes.
3
Consolidated Statements of Income
(unaudited in thousands, except per share data)
Three months ended
                                                   March 31,
                                                1999      1998
INTEREST INCOME

  Interest and fees on loans                  $ 5,872   $ 5,897
  Interest on federal funds sold                  170        21
  Interest on short-term investments               32         6
  Interest on investment securities:
    Taxable                                     1,499     1,245
    Tax-exempt                                    485       308
                                                1,984     1,553
     TOTAL INTEREST INCOME                      8,058     7,477

INTEREST EXPENSE

  Interest on deposits                          3,369     3,189
  Interest on borrowed funds                      830       543
     TOTAL INTEREST EXPENSE                     4,199     3,732
     NET INTEREST INCOME                        3,859     3,745
PROVISION FOR LOAN LOSSES                         195       445
     NET INTEREST INCOME AFTER PROVISION
       FOR LOAN LOSSES                          3,664     3,300

NET SECURITIES GAINS                               76       348

OTHER INCOME

  Trust and investment services income            286       235
  Service charges on deposit accounts             379       296
  Other operating income                          350       197
   TOTAL OTHER INCOME                           1,015       728

OTHER EXPENSE

  Salaries                                      1,385     1,382
  Employee benefits                               298       280
  Occupancy expense                               226       230
  Equipment expense                               298       272
  Marketing and advertising                       111       131
  Professional and service fees                   359       188
  Other operating expense                         711       611
   TOTAL OTHER EXPENSE                          3,388     3,094
     Income before income taxes                 1,367     1,282
INCOME TAXES                                      303       341
     NET INCOME                               $ 1,064   $   941

PER SHARE DATA

  Net income - basic and diluted              $  0.27   $  0.24
  Cash dividends declared                        0.11      0.10
See accompanying notes.
4
Consolidated Statements of Cash Flows
(unaudited in thousands)
Three months ended
                                                                                           March 31,
                                                                                        1999       1998
OPERATING ACTIVITIES

Net income                                                                            $  1,064   $    941
Adjustments to reconcile net income to net
  cash provided by operating activities:
    Provision for loan losses                                                              195        445
    Provision for depreciation and amortization                                            272        243
    Securities gains                                                                       (76)      (348)
    (Increase) decrease in net deferred tax assets                                         147        (32)
    Decrease in interest receivable                                                          4          3
    Increase in interest payable                                                           670        371
    Increase in other assets                                                              (278)       (94)
    Increase (decrease) in other liabilities                                              (301)       200
    Increase in accrued taxes                                                              263        230
    Loans originated for sale                                                           (4,359)    (6,175)
    Proceeds from sale of loans originated for sale                                      5,102      4,542
      NET CASH PROVIDED BY
      OPERATING ACTIVITIES                                                               2,703        326

INVESTING ACTIVITIES

Net increase in loans                                                                   (1,548)    (2,309)
Proceeds from sale of loans                                                                  -          -
Proceeds from sale of avaliable-for-sale investment securities                          26,699        603
Proceeds from maturities of investment securities                                        5,418      5,111
Purchases of investment securities                                                     (28,907)   (17,208)
Proceeds from maturities of short-term investments                                           -      1,600
Purchases of short-term investments                                                     (9,084)       (26)
Purchases of premises and equipment                                                       (186)      (551)
      NET CASH USED IN
      INVESTING ACTIVITIES                                                              (7,608)   (12,780)

FINANCING ACTIVITIES

Net increase in demand deposits, NOW accounts,
  money market accounts, and savings accounts                                            7,481      9,752
Net increase (decrease) in certificates of deposit and other time deposits               5,090     (1,079)
Net increase (decrease) in borrowed funds                                                  (13)     4,611
Cash dividends paid                                                                       (433)      (382)
Cash paid in lieu of fractional shares                                                       -          -
Proceeds from issuance of common stock                                                      17        343
Repurchase and retirement of common stock                                                    -          -
      NET CASH PROVIDED BY
      FINANCING ACTIVITIES                                                              12,142     13,245

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                         7,237        791

Cash and cash equivalents at beginning of year                                          26,174     19,718
  CASH AND CASH EQUIVALENTS AT END OF YEAR                                            $ 33,411   $ 20,509
See accompanying notes.
5
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 March 31, 1999, and December 31, 1998, the 
results of its operations for the three months ended March 31, 1999 and 
1998 and cash flows for the three months ended March 31, 1999 and 1998.

(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, 1998.

(4)    Net income (basic and diluted) and cash dividends per share are based 
on the weighted average number of shares outstanding which were 
3,941,336 during the quarter ended March 31, 1999 and 3,921,747 during 
the quarter ended March 31, 1998. The effective dilutive securities 
for these periods are immaterial.

(5)    The results of operations for the three months ended March 31, 1999, 
are not necessarily indicative of the results that may be expected for 
the year ended December 31, 1999.

(6)    Management maintains the allowance for loan losses at a level 
believed adequate to absorb potential future 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)    Comprehensive income and its components for the three months ended 
March 31, are as follows:
Three months ended
                                                         1999      1998
Net income                                           $  1,064  $    941
Adjustment to net unrealized gains on
  securities available-for-sale, net of
  tax effects and reclassification adjustment
  for gains included in net income                       (438)     (179)
Comprehensive Income                                 $    626  $    762
Accumulated other comprehensive income consists of the net unrealized 
gain on securities available-for-sale, net of tax effects.

                           6
(8)    In June 1998, FASB issued Statement No 133, "Accounting for 
Derivative Instruments and Hedging Activities".  This statement 
requires the recognition of derivative instruments as assets or 
liabilities, measured at fair value.  This standard is effective for 
fiscal years beginning after June 15, 1999.  The Corporation is not 
currently involved in any transactions which fall under the 
definitions of this standard, therefore it is not expected to have an 
impact on its' liquidity, capital resources or results of 
operations.

In October 1998, FASB issued Statement No. 134, " Accounting for 
Mortgage Backed Securities Retained after the Securitization of 
Mortgage Loans Held for Sale by a Mortgage Banking Enterprise".  
This statement amends FASB Statement No. 65, "Accounting for Certain 
Mortgage Banking Activities" to require that after the 
securitization of mortgage loans, the classification of the resulting 
mortgage-backed securities be based on the ability and intent to sell 
or hold the securities.  This standard was effective on January 1, 
1999.  The Corporation is not currently involved in any transactions 
which fall under the definitions of this standard, therefore it has 
not had an impact on the Corporation's liquidity, capital resources 
or results of operations. 

***********

                           7
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 first quarter of 1999, 
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, changes in interest rates, 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.    

First Quarter of 1999 Compared to First Quarter of 1998:

Net income for the three months ended March 31, 1999, increased $123,000 or 
13.1% from 1998 while earnings per share (EPS) increased $.03 or 12.5% during 
the same period. Return on average core equity (all equity accounts except 
accumulated other comprehensive income) improved from 11.30% in 1998 to 11.73% 
in 1999.  

Net interest income on a fully taxable equivalent basis was $4.1 million for 
the quarter ended March 31, 1999, an increase of $205,000 or 5.2% from 1998's 
level of $3.9 million. This increase was due to higher earning asset levels of 
$64.0 million, which was driven by deposit and loan growth and increased 
investment security activity. Net interest margin decreased 41 basis points 
from 4.17% in 1998 to 3.76% in 1999. Since deposit growth outpaced loan growth 
during this period, much of the excess funding was deployed in the investment 
portfolio. The Corporation also utilized Federal Home Loan Bank of Pittsburgh 
(FHLB) borrowings to fund additional investment security activity. As a 
result, this growth generated narrower spreads which lowered the margin. 

The provision for loan losses during the first quarter of 1999 was $195,000 
compared to $445,000 for 1998. The Corporation makes provisions as necessary 
to maintain the allowance at level adequate to absorb potential future 
losses within the portfolio.

                           8
Securities gains decreased from $348,000 during the three months ended March 
31, 1998 to $76,000 for the same period in 1999. This decrease was due to 
lower equity gains realized from the Corporation's bank stock portfolio.

Other income for the three months ended March 31, 1999 increased $287,000 or 
39.4% over the same period in 1998.  The increase in trust and investment 
services income is reflective of growth in assets under management. Service 
charges on deposit accounts increased primarily as a result of higher 
overdraft fees related to fee changes. Other operating income was up as a 
result of increased income realized through mortgage loan sales in addition to 
increased loan fee income.

Total other expense during the first quarter of 1999 was $294,000 or 9.5% 
higher than in 1998. The increase in professional and service fees was due to 
the contracting of PC help desk and network administration functions, costs 
related to technology consulting and increased recruiting expenses. The 
increase in other operating expense was primarily related to continued 
technology enhancements. Salary expense was affected by a lower level of FTEs 
within the technology group due to the contracting of the functions mentioned 
above. The resulting efficiency ratio (the cost to generate one dollar of 
revenue) for the three months ended March 31, 1999 was 65.67% compared to 
66.29% a year ago.

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 22.2% for the quarter 
ended March 31, 1999 compared to 26.6% rate in 1998. The decrease from period 
to period was a result of a higher level of tax free assets during 1999.

Financial Condition

Deposits are the most important funding source and the primary support for the 
Corporation's growth.  During the first three months of 1999, total deposits 
increased $12.6 million or 3.5%.  This growth came primarily from the demand 
and money market categories and certificates of deposit (CDs). Overall, 
deposit growth was positively impacted by an early year promotion program and 
the continued consolidation within the local marketplace. Borrowed funds, the 
other primary funding source, remained fairly constant during the first 
quarter of 1999. 

The Corporation uses funds to support its lending and investing activities.  
Net loans outstanding increased by $609,000 or .2% from December 31, 1998 to 
March 31, 1999. The growth was comprised of increases in the commercial and 
consumer categories offset by decreases in the residential mortgage 
categories. The decrease in the residential mortgage category was a result of 
the increased prepayment activity driven by the lower rate environment. 
Investment securities decreased $3.8 million or 2.6% through the first three 
months of 1999 while federal funds sold and other short-term investments 
increased by $16.4 million during this period.  The decrease in investment 
securities resulted from continued high prepayment activity.  The increase 
federal funds sold and other short-term investments reflects the current 
mismatch between deposit and loan growth and management's expectation that 
this trend is only temporary.

                           9
Trends in Sources and Uses of Funds
(in thousands, except percentages)
March 31,  December 31,     Change
                                                            1999        1998         $        %
Funding Sources
Deposits                                                $376,579   $  364,008   $12,571     3.5%
  Borrowed funds                                            64,774       64,787       (13)   (0.0%)
  Other liabilities                                          4,987        4,354       633    14.5%
  Shareholders' equity                                      37,152       36,944       208     0.6%
    TOTAL SOURCES                                         $483,492   $  470,093   $13,399     2.9%

Funding Uses
  Loans                                                   $286,544   $  285,935   $   609     0.2%
  Investment securities                                    141,163      144,961    (3,798)   (2.6%)
  Federal funds sold and short-term investments             25,139        8,694    16,445   189.2%
  Other assets                                              30,646       30,503       143     0.5%
    TOTAL USES                                            $483,492   $  470,093   $13,399     2.9%
10
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 or exceeds 
all regulatory requirements. At March 31, 1999, total shareholders' equity 
was $37.2 million, an increase of $208,000 or .6% from December 31, 1998.  
This change consisted of an increase of $646,000 in capital stock, surplus and 
undivided profits (core equity) and a decrease of $438,000 in accumulated 
other comprehensive income (unrealized gains on AFS securities).  The increase 
in the core equity was primarily the result of earnings retained.  The 
decrease in unrealized gains resulted from the higher level of market interest 
rates and lower valuations within the bank stock portfolio.

On April 17, 1998, the Board of Directors declared a 4-for-3 stock split which 
was paid June 1, 1998 to shareholders of record May 1, 1998.  The primary 
objective of this split was to enhance liquidity and improve marketability by 
increasing the number of shares outstanding, while maintaining the strong 
market climate for Hanover Bancorp stock. Another tool available to management 
for supporting the market for the Corporation's stock is the repurchase 
program approved April 18, 1997 by the Board of Directors. As of March 31, 
1999, 148,347 shares were still available for purchase under the program. This 
program and a prior program have benefited the Corporation in terms of 
improved EPS and ROE, two performance factors key to driving shareholder 
value. 

During the quarter ended March 31, 1999, the Board of Directors declared a 
cash dividend of $.11 per share payable May 1, 1999, an increase of $.01 or 
10.0% 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.
March 31, December 31,
                                                   1999      1998
Hanover Bancorp, Inc.
       Tier 1 capital to risk-adjusted assets     11.83%     12.02%
       Total capital to risk-adjusted assets      13.03%     13.16%
       Leverage ratio                              7.79%      8.04%
       
Bank of Hanover and Trust Company
       Tier 1 capital to risk-adjusted assets       9.93%     10.43%
       Total capital to risk-adjusted assets       11.15%     11.60%
       Leverage ratio                               6.49%      6.93%
11
The Federal Deposit Insurance Corporation Improvement Act of 1991 
("FDICIA") created a framework for supervisory actions in an effort to 
reduce the risks of possible long-term losses to the deposit insurance 
funds.  It established five levels of capital at which insured depository 
institutions will be "well capitalized," "adequately capitalized," 
"undercapitalized," "significantly undercapitalized" and "critically 
undercapitalized".  In 1992, the regulators adopted regulations to 
implement the requirements of FDICIA.  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 "CAMELS" 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.

The Bank has been deemed "well capitalized".

                           12
Asset Quality and Allowance for Loan Losses:

The following table illustrates the Corporation's nonperforming asset position
as of March 31, 1999 compared to its position at December 31, 1998.
March 31,     December 31,
                                                             1999          1998
Non-accrual loans                                      $        843  $        517
Accruing loans past due 90 days or more                         162           425
Restructured loans                                                -             -
Other real estate and other
  repossessed assets                                             94            81
Total non-performing assets                            $      1,099  $      1,023

Non-accrual loans by category

Commercial, financial and agricultural                 $         72  $         81
Real estate-construction                                          -             -
Real estate-mortgage                                            746           426
Consumer                                                         25            10
                                                       $        843  $        517

Past due loans by category

Commercial, financial and agricultural                 $         48  $        153
Real estate-construction                                         80             -
Real estate-mortgage                                             25           204
Consumer                                                          9            68
                                                        $       162   $       425
13
Nonperforming assets were .38% of total loans at March 31, 1999 compared to 
 .35% at December 31, 1998.  In addition, potential problem loans at March 31, 
1999, as determined by the Corporation's internal review process, were $1.2 
million, the same level for December 31, 1998.  Of these amounts, $353,000 and 
$379,000 were considered impaired under FASB 114 for March 31, 1999 and 
December 31, 1998, 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
                                                    March 31,
                                              1999             1998
Balance at beginning of period              $3,405           $2,908
Recoveries on loans                            165               49
Provision charged to operations                195              445
Loans charged-off                             (136)            (213)
Balance at end of period                    $3,629           $3,189
The Corporation remains committed to making 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 $195,000 was made during 
the first three months of 1999 compared to $445,000 during the prior year. Net 
recoveries for the period ended March 31, 1999 were $29,000 compared to net 
charge-offs of $164,000 for the same period in 1998. The Corporation 
experienced net recoveries in 1999 due to a large recovery on one commercial 
loan. The resulting allowance for loan losses at March 31, 1999 was $3.6 
million in comparison to $3.4 million at December 31, 1998.  This allowance 
approximated 1.25% of total loans and 330% of nonperforming assets at March 
31, 1999 versus 1.18% and 333% at year end 1998.  Management feels that the 
allowance for loan losses is adequate to cover potential future losses within 
the overall portfolio.

Liquidity

Liquidity is the ability to meet funding requirements of customers' deposit 
withdrawals or credit needs at a reasonable cost.  The Corporation's 
Asset/Liability Management Committee (ALCO) has established policies and 
procedures to control its liquidity position and to provide for potential 
future needs.  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 74.3% at March 31, 1999, while CDs over $100,000 
and other borrowed funds to total assets was 17.0%. To manage its liquidity 
needs, the Corporation looks to a number of sources on both sides of its 
balance sheet.  

                           14
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 March 31, 1999, the balance 
of the federal funds sold and short-term investments accounts were $16.0 
million and $8.0 million, respectively, while a total of $8.8 million of the 
Corporation's investment portfolio was scheduled to mature in one year or 
less.  Additionally, an average of $8.8 million in loan principal repayments 
and $1.1 million in mortgage-backed and asset-backed securities repayments 
were received by the Corporation during each month of the first three months 
of 1999.

The Corporation maintains borrowing agreements with several correspondent 
banks and the Discount Window at the Federal Reserve Bank of Philadelphia. 
In addition, it has access to the FHLB for permanent funding needs.  
Through these relationships, the Corporation has available short-term 
credit of approximately $10.0 million and permanent funding of 
approximately $65.6 million.

Market Risk

In January 1997, the Securities and Exchange Commission (SEC) issued new 
disclosure rules related to derivatives and exposures to market risk from 
derivative financial instruments, other financial instruments and certain 
derivative commodity instruments.  These rules became effective for the 
Corporation's December 31, 1997 financial statements.  Market risk 
includes interest rate risk, foreign currency exchange rate risk, commodity 
price risk and equity price risk.  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.  As further discussed within, the 
Corporation's primary market risk is interest rate risk from its financial 
assets and liabilities.  Derivatives are not presently utilized and thus 
the expanded policy disclosures are not applicable

Interest rate risk is the exposure to fluctuations in the Corporation's 
current and future net interest income from movements in interest rates.  
This exposure results from differences between the amounts of interest 
earning assets and interest bearing liabilities that reprice within a 
specified time period.  

The primary objective of the Corporation's asset/liability management 
process is to maximize current and future net interest income within 
acceptable levels of interest rate risk while satisfying liquidity and 
capital requirements.  Management recognizes that a certain amount of 
interest rate risk is inherent and appropriate yet is not essential to the 
Corporation's profitability. Thus the goal of interest rate risk 
management is to maintain a balance between risk and reward such that net 
interest income is maximized while risk is maintained at a tolerable level. 
 

                           15
The Corporation uses gap and simulation analyses for measuring interest 
rate risk.  These methods allow management to regularly monitor both the 
direction and magnitude of the Corporation's risk exposure.  The 
Corporation primarily uses the securities portfolio and FHLB advances to 
manage its interest rate risk position.  Additionally, pricing, promotion 
and product development activities are directed in an effort to emphasize 
the term or repricing characteristics that best meet current interest rate 
risk objectives. At present, off-balance sheet instruments are not used by 
the Corporation.

Gap analysis assigns each interest earning asset and interest bearing 
liability to a time frame reflecting its next repricing or maturity date. 
Incorporated into this process are the trends in prepayments on loan 
balances and mortgage-backed securities. The difference between total 
interest-sensitive assets and liabilities at each time frame represents the 
interest sensitivity gap for that interval.  A positive gap generally 
indicates that rising interest rates during a particular interval will 
increase net interest income, since more assets will reprice than 
liabilities.  The opposite is true for a negative gap position. The 
Corporation had a cumulative gap within one year at March 31, 1999 of 
negative $2.2 million or .46% of total assets.   At December 31, 1998, the 
Corporation had a positive gap of $19.5 million or 4.15% of total assets.  
This shift to a fairly neutral gap from December 31, 1998 to March 31, 1999 
was largely the result of extending maturities in the investment portfolio 
and a block of certificates of deposit falling within the one year time 
frame.

Simulation analysis prospectively evaluates the effect of upward and 
downward changes in interest rates on net interest income. This process is 
largely dependent on the underlying assumptions.  Key assumptions in the 
model include maturity and repricing characteristics of the financial 
assets and liabilities, prepayments on amortizing assets, other imbedded 
options, nonmaturity deposit sensitivity and loan and deposit growth and 
pricing.  These assumptions are inherently uncertain due to the timing, 
magnitude and frequency of rate changes and changes in market conditions 
and management strategies, among other factors.  In addition, the 
Corporation has not yet developed alternative prepayment or balance sheet 
growth assumptions for the various rate scenarios.  Therefore the model 
cannot precisely estimate net interest income or predict the impact of 
higher or lower interest rates on net interest income.  However, the model 
is useful in that it helps to quantify interest rate risk and it provides a 
relative gauge of the Corporation's interest rate risk position over time.

Based on the results of the simulation model as of March 31, 1999, the 
Corporation would expect net interest income to decrease over the next 
twelve months by 1.2% assuming an immediate upward shift in market interest 
rates of 200 basis points, and to decrease by 1.4% if rates shifted 
downward in the same manner. At December 31, 1998, net interest income was 
expected to decrease by .9% in the upward scenario and to decrease by 1.5% 
in the downward scenario. The simulation results are largely affected by 
the Corporation's holdings of approximately $43 million of convertible 
FHLB borrowings. These borrowings contain features which allow the FHLB to 
convert them from fixed rate to variable rate after a specified time 
period.  The model assumes that in the upward scenario the FHLB would 
exercise these options as soon as they become available. This explains why 

                           16
both the up and down scenarios are showing similar results (i.e. in the up 
scenario, the additional income realized due to the asset sensitivity is 
offset by the repricing advances). Consistent with the gap analysis, the 
change to a more negative position from December 31, 1998 to March 31, 1999 
is due to extended maturities in the investment portfolio and increased 
certificate of deposit maturities within one year.

YEAR 2000

Many older computer programs were designed using two digits rather than 
four to define the year. This date-sensitive software may recognize a date 
using "00" as the year 1900 rather than the year 2000.  This could cause 
a system failure or miscalculations causing disruptions of operations, 
including, among other things, a temporary inability to process 
transactions, send invoices, or engage in similar normal business 
activities.  This situation, known by many as the Year 2000 (Y2K) issue, 
applies not only to the systems utilized by the Corporation, but also to 
the systems utilized by customers, creditors, vendors and suppliers of the 
Corporation.

To address Year 2000 issues, the Corporation has adopted a policy and 
strategic project plan using guidelines established by the Federal 
Financial Institutions Examination Council (FFIEC). A corporate-wide Year 
2000 task force meets regularly to discuss upcoming projects and assess 
progress. Senior Management and the Board of Directors are closely 
monitoring the Year 2000 project using a monthly progress report and 
internal audits. On a regular basis, bank examiners from the Federal 
Deposit Insurance Corporation (FDIC) evaluate readiness for the Year 2000 
to confirm that guidelines are being met. The Corporation intends to 
complete the Year 2000 project plan and have substantially all necessary 
system changes implemented in advance of the deadline established by 
regulatory authorities of June 30, 1999. 

The Corporation's current focus is on testing and contingency planning. 
The Corporation has inventoried and assessed all software, hardware and 
systems for Year 2000 readiness. Any non-compliant items are being upgraded 
or replaced. Testing is being done to ensure that all mission-critical 
systems will function correctly in the year 2000 and beyond, properly 
handling all date-sensitive data. The rigorous testing procedures encompass 
the ATM network, telephone banking system, core processing system, internal 
PC network, internal and external interfaces and mission-critical software. 
The vendor of the core processing system has tested all 13 critical dates 
outlined in FFIEC guidance. The Corporation is testing each critical date 
based upon assessed exposure to date sensitivities. Doing so will ensure 
that vendor test results are repeatable within the Corporation's specific 
system parameters. The Corporation's internal auditor is reviewing test 
results from all hardware, software and systems. The Corporation intends to 
have all testing completed by June 30, 1999.

To minimize customer inconvenience and facilitate a "business as usual" 
environment, the Corporation is developing contingency plans in the event 
of unexpected Year 2000 problems.  The Corporation has updated its disaster 
recovery plan and assigned corporate-wide team leaders. This plan 
encompasses contingencies for mission-critical mainframe and PC-based 

                           17
applications, third-party relationships and environmental systems. A Year 
2000 contingency plan was also developed. This plan addresses aspects 
outside of the locus of control such as telecommunications, electric 
companies and other utility companies.  The procedures in the disaster 
recovery and Year 2000 contingency plans will be reassessed for 
thoroughness and validity on a quarterly basis. 

Utilizing information from written vendor surveys, Internet sites and 
internal testing, the Corporation has assessed the year 2000 readiness of 
vendors and service providers. Those being assessed include application 
software vendors, automated clearinghouses, electronic payment systems 
(Federal Reserve), equipment, telecommunication and utility companies. The 
FDIC is also monitoring the readiness of the Corporation's ATM and core 
processing system providers. The Corporation has determined that all 
infrastructure components are Year 2000 compliant, including ATM machines, 
safe deposit boxes, vaults, security systems, office equipment, lighting 
and heating and cooling systems. Using a written survey and contacts with 
loan officers, the Corporation is assessing the Year 2000 readiness of 
customers holding significant commercial loans. The Corporation has 
established Year 2000 compliance as a factor in its credit decisions and 
loan documentation.

A central component of the Year 2000 project is customer and shareholder 
awareness of the issue and the steps taken by the Corporation. All branches 
and the Teleservices area have been educated on the Year 2000 issue. 
Customer concerns are being addressed using statement brochures, lobby 
brochures and posters. To facilitate shareholder awareness, a brochure 
describing the Corporation's Year 2000 effort was included in the fourth 
quarter 1998 report. As a public service, the Corporation informed business 
customers about the Small Business Administration Year 2000 hot line in 
commercial statements from December 1998 through January 1999. 

The cost of becoming Year 2000 compliant has been insignificant to date and 
management believes that the costs to complete the remaining steps will not 
have a material impact on future results of operations. 

Failure of the Corporation or third parties to correct Year 2000 issues 
could cause disruption of operations resulting in increased operating costs 
and other adverse effects. In addition, to the extent customers' financial 
positions are weakened as a result of Year 2000 issues, credit quality 
could be affected. It is not possible to predict with certainty all of the 
adverse effects that may result from a failure of the Corporation or third 
parties to become fully Year 2000 compliant or whether such effects could 
have a material impact on the Corporation.
The costs of the project and the date on which the Corporation believes it 
will complete the Year 2000 modifications are based on management's best 
estimates, which were derived utilizing numerous assumptions of future 
events, including the continued availability of certain resources and other 
factors.  However, there can be no guarantee that these estimates will be 
achieved and actual results could differ materially from those anticipated. 

                           18
Specific factors that might cause such material differences include, but 
are not limited to, the availability and cost of personnel trained in this 
area, the ability to locate and correct all relevant computer codes, and 
similar uncertainties.

On October 19, 1998, Congress enacted the Year 2000 Information and 
Readiness Disclosure Act (the "Act"). The purpose of the Act is (1) to 
promote the free disclosure and exchange of information related to Year 
2000 readiness; (2) to assist in effectively and rapidly responding to Year 
2000 problems; and (3) to establish uniform legal principles in connection 
with the disclosure and exchange of information related to Year 2000 
readiness. In accordance with the Act, all Bank of Hanover communications 
regarding Year 2000 readiness efforts are designated as Year 2000 Readiness 
Disclosures.

REGULATORY ISSUES

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.  Congress has proposed 
"modernization" of the financial services industry.  This proposed 
modernization will have the effect of deregulating and expanding the 
business activities of financial institutions.  These additional activities 
may include broader insurance powers, securities underwriting activities 
and equity investments by commercial banks.  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. 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 not be material. 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.  However, 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.

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 believes 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.

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.

                           19
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

(a)    An annual meeting of shareholders was held April 27, 1999.

  (b)-(c)     One matter was voted upon, as follows:

       Four directors were elected, as below:
                                            Votes      Votes
                                  Term      Cast       Cast       Votes
                                Expires    "For"    "Against" "Abstained"

              Re-elected

              Michael D. Bross      2002   3,934,334     882     6,159
              Thomas M. Bross, Jr.  2002   3,933,246   1,970     6,159
              Earl F. Noel, Jr.     2002   3,935,216       0     6,159
              J. Bradley Scovill    2002   3,930,654   4,562     6,159
       

              Directors whose term continued after meeting

                                        Term
                                        Expires

              Terrence L. Hormel         2000
              Charles W. Test            2000
              S. Eisenhart, Jr.          2000
              Bertram F. Elsner          2001
              J. Daniel Frock            2001
              Gordon A Haaland, Ph.D.    2001
              Stewart E. Hartman, Jr.    2001

                           20
Item 5.  Other Information - None

Item 6.  Exhibits and Reports on Form 8-K 

       (a) Exhibits - Exhibit 27.  Financial Data Schedule

       (b)    Reports on Form 8-K - None
                           21
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: May 14, 1999                       /s/ Bradley Scovill    
                                         J. Bradley Scovill
                                         President and
                                         Chief Executive Officer
                                         (Principal Executive Officer)

Date: May 14, 1999                       /s/ Thomas J. Paholsky     
                                         Thomas J. Paholsky
                                         Treasurer
                                         (Principal Accounting and
                                          Financial Officer)             

                           22