SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                       

                                   FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                          

                           GRANGE NATIONAL BANC CORP.
             (Exact name of registrant as specified in its certificate 
                                 of incorporation)



       Pennsylvania                   6711                 23-2314065
(State or other jurisdiction   (Primary S.I.C. Number)   (IRS Employer
of incorporation or organization)                      Identification No.


                                198 E. Tioga Street
                               Tunkhannock, PA 18657
                                  (717) 836-2100
                 (Address, including zip code, and telephone number,
    including area code, of the registrant's of principal executive offices)
                                                

                            GRANGE NATIONAL BANC CORP.
                         1994 Employee Stock Option Plan

                            GRANGE NATIONAL BANC CORP.
                 1994 Stock Option Plan for Non-Employee Directors

                            GRANGE NATIONAL BANC CORP.
          1996 Incentive Stock Option and Nonstatutory Stock Option Plan
                                                

                               Thomas A. McCullough
                                     President
                             Grange National Banc Corp.
                                198 E. Tioga Street
                               Tunkhannock, PA 18657
                                   (717) 836-2100
             (Name, address, including zip code, and telephone number,
                    including area code, of agent for service)
                                 

                           Copy of all communications to:

                           J. Roger Williams, Jr., Esquire
                       Dilworth, Paxson, Kalish & Kauffman LLP
                                3200 Mellon Bank Center
                                  1735 Market Street
                                Philadelphia, PA 19103
                                     (215) 575-7050
                                  
                            CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================
Title of Each                 Proposed         Proposed        Amount
Class of                      Maximum          Maximum         of
Securities to    Amount       Offering         Aggregate       Registration
Be               To Be        Price            Offering        Fee
Registered       Registered   Per Share(1)     Price(1)
----------------------------------------------------------------------------
<S>               <C>         <C>            <C>              <C>
Common Stock, 
par value $5.00   105,0000     $42.00        $4,410,000.00     $1,336.37
============================================================================
<FN>
(1)Estimated solely for the purpose of calculating the registration fee 
pursuant to paragraphs (c) and (h) of Rule 457 under the Securities
Act of 1933 based on the average of the bid and asked price of the 
Common Stock on June 24, 1997.
</FN>
</TABLE>
<PAGE>

                                  PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

     * Information required by Part I to be contained in the Section 10(a) 
       prospectus is omitted from this Registration Statement in accordance 
       with Rule 428 under the Securities Act of 1933, as amended 
       (the "Securities Act"), and the introductory Note to Part I of 
       Form S-8.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation Of Documents By Reference.

  The following documents filed by Grange National Banc Corp. (the "Company") 
  with the Securities and Exchange Commission (the "Commission") are 
  incorporated by reference in this Registration Statement:

  1.   Annual Report on Form 10-KSB for the Fiscal Year Ended 
       December 31, 1996; and

  2.   Quarterly Report on Form 10-QSB for the Quarter Ended March 31, 1997.

  3.   The description of the Company's Common Stock contained in the 
       Registration Statement on Form SB-2 filed by the Company with the 
       Commission on March 24, 1994 (File No. 33-76838).

  All reports and other documents subsequently filed by the Company with the 
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 
Exchange Act of 1934 (the "Exchange Act") after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this 
Registration Statement which indicates that all securities offered by this 
Registration Statement have been sold or which deregisters all such securities 
then remaining unsold, shall be deemed to be incorporated by reference into 
this Registration Statement.  Each document incorporated by reference into 
this Registration Statement shall be deemed to be a part of this 
Registration Statement from the date of the filing of such document with 
the Commission until the information contained therein is superseded or 
updated by any subsequently filed document which is incorporated by reference 
into this Registration Statement.

  Any statement contained in a document incorporated by reference herein 
shall be deemed to be modified or superseded for purposes hereof to the 
extent that a statement contained herein (or in any other subsequently filed 
document that is also incorporated by reference herein) modifies or 
supersedes such statement.  Any such statement so modified or superseded 
shall not be deemed, except as so modified or superseded, to constitute 
a part hereof.

  The consolidated financial statements of the Company appearing in the 
Company's Annual Report (Form 10-KSB) for the fiscal year ended 
December 31, 1996 have been audited by Daniel Kenia, P.C., independent public 
accountants, as set forth in their report thereon included therein and 
incorporated herein by reference.  Such consolidated financial statements 
are incorporated by reference herein in reliance upon such report given upon 
the authority of such firm as experts in accounting and auditing.

Item 4.     Description Of Securities.

  Not applicable.

Item 5.     Interests Of Named Experts And Counsel.

  Not applicable.
<PAGE>
Item 6.     Indemnification Of Directors And Officers.

  Section 1741 of the Pennsylvania Business Corporation Law of 1988 provides 
the Company with the power to indemnify any officer or director acting in his 
capacity as a representative of the Company who was or is a party or is 
threatened to be made a party to any action or proceeding against expenses, 
judgments, penalties, fines and amounts paid in settlement in connection with 
such action or proceeding whether the action was instituted by a third party 
or arose by or in the right of the Company.  Generally, the only limitation 
on the ability of the Company to indemnify its officers and directors is if 
the act or failure to act is finally determined by a court to have constituted 
willful misconduct or recklessness.

  The Company's Bylaws provide that the Company is required to indemnify its 
officers, directors and employees to the fullest extent permitted under 
Pennsylvania law as from time to time in effect.  As a result, indemnification 
will be a contract right of directors, officers and employees of the Company, 
as opposed to a matter within the discretion of the Board, as will the payment 
of expenses by the Company in advance of a proceeding's final disposition.

  The Bylaws provide a clear and unconditional right to indemnification to 
the full extent permitted by law, for expenses (including attorneys' fees), 
damages, punitive damages, judgments, penalties, fines and amounts paid in 
settlement actually and reasonably incurred by any person whether or not the 
indemnified liability arises or arose from any threatened, pending or 
completed proceeding by or in the right of the Company (a derivative action) 
by reason of the fact that such person is or was serving as a director, 
officer or employee of the Company or, at the request of the Company, as 
a director, officer, partner, fiduciary or trustee of another corporation, 
partnership, joint venture, trust, employee benefit plan or other enterprise, 
even if the act or failure to act giving rise to the claim for indemnification 
entails the negligence or gross negligence of the indemnified party unless 
such act or failure to act is finally determined by a court to have 
constituted willful misconduct or recklessness.  The Bylaws provide for the 
advancement of expenses to an indemnified party upon receipt of an undertaking 
by the party to repay those amounts if it is finally determined that the 
indemnified party is not entitled to indemnification.

  The Bylaws authorize the Company to take steps to ensure that all persons 
entitled to the indemnification are properly indemnified, including, if the 
Board so determines, purchasing and maintaining insurance, entering into
indemnification agreements, creating a reserve, trust, escrow or other fund 
or account, granting security interests, obtaining a letter of credit or using 
other means that may be available from time to time.

Item 7.     Exemption From Registration Claimed.

  Not applicable.

Item 8.     Exhibits.

  The following exhibits are filed herewith or incorporated by reference as 
part of this Registration Statement:


   Exhibit No.       Description

      4.1       Grange National Banc Corp. 1994 Employee Stock Option Plan.

      4.2       Grange National Banc Corp. 1994 Stock Option Plan for 
                Non-Employee Directors.

      4.3       Grange National Banc Corp. 1996 Incentive Stock Option and 
                Nonstatutory Stock Option Plan.
      
      5         Opinion of Dilworth, Paxson, Kalish & Kauffman LLP as to the 
                legality of the shares being registered.

      23.1      Consent of Daniel Kenia, P.C., independent public accountants.

      23.2      Consent of Dilworth, Paxson, Kalish & Kauffman LLP 
                (included in Exhibit 5).

      24        Power of Attorney (set forth on the signature page of this 
                Registration Statement).

<PAGE>
Item 9.  Undertakings.

  The undersigned registrant hereby undertakes:

  (a) (1)    To file, during any period in which offers or sales are being 
  made, a post-effective amendment to this Registration Statement:

             (i)  To include any prospectus required by Section 10(a)(3) of 
       the Securities Act;

             (ii) To reflect in the prospectus any facts or events arising 
       after the effective date of this Registration Statement (or the most 
       recent post-effective amendment to the Registration Statement) which,
       individually or in the aggregate, represent a fundamental change in 
       the information set forth in the Registration Statement;

             (iii)  To include any material information with respect to the 
       plan of distribution not previously disclosed in the Registration 
       Statement or any material change to such information in the 
       Registration Statement;

  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the information required to be included in a post-effective amendment by thos
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by 
reference in this Registration Statement.

      (2)    That, for the purpose of determining any liability under the 
  Securities Act, each such post-effective amendment shall be deemed to be a 
  new registration statement relating to the securities offered therein, and 
  the offering of such securities at that time shall be deemed to be the 
  initial bona fide offering thereof.

      (3)    To remove from registration by means of a post-effective 
  amendment any of the securities being registered which remain unsold at the 
  termination of the offering.

  (b)    The undersigned registrant hereby undertakes that, for purposes of 
  determining any liability under the Securities Act, each filing of the 
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
  the Exchange Act that is incorporated by reference in this Registration 
  Statement shall be deemed to be a new registration statement relating to
  the securities offered herein, and the offering of such securities at that 
  time shall be deemed to be the initial bona fide offering thereof.

  (c)    Insofar as indemnification for liabilities arising under the 
  Securities Act may be permitted to directors, officers and controlling 
  persons of the registrant pursuant to the foregoing provisions, or 
  otherwise, the registrant has been advised that in the opinion of the 
  Commission such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable.  In the event that a claim for 
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or 
  controlling person of the registrant in the successful defense
  of any action, suit or proceeding) is asserted by such director, officer 
  or controlling persons in connection with the securities being registered, 
  the registrant will, unless in the opinion of its counsel the matter has 
  been settled by controlling precedent, submit to a court of appropriate 
  jurisdiction the question whether such indemnification by it is against 
  public policy as expressed in the Act and will be governed by the final 
  adjudication of such issue.

<PAGE>
                                   SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the Borough of Tunkhannock, Commonwealth of Pennsylvania, 
this 11th day of June, 1997.

                                     GRANGE NATIONAL BANC CORP.

                                     By:  /s/ Thomas A. McCullough
                                         __________________________
                                         Thomas A. McCullough
                                         President

   KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and 
officers of Grange National Banc Corp. hereby constitutes and appoints 
Thomas A. McCullough, his or her true and lawful attorney-in-fact and agent, 
for and in his or her name, place and stead, in any and all capacities, to 
sign this Registration Statement on Form S-8 under the Securities Act of 1933, 
including post-effective amendments and other related documents, and to file 
the same with the Securities and Exchange Commission under said Act, hereby 
granting power and authority to do and perform any and all acts and things 
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying 
and confirming all that said attorney-in-fact and agent may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement and the foregoing Power of Attorney have been 
signed by the following persons in the capacities and on the date(s) 
indicated:
<TABLE>
<CAPTION>
   Signature                 Capacity                   Date
   _________                 ________                  _______
<S>                          <C>                     <C>
/s/ Robert C. Wheeler        Chairman                July 9, 1997
---------------------
Robert C. Wheeler

/s/ Thomas A. McCullough     President               July 9, 1997
------------------------
Thomas A. McCullough

/s/ Brian R. Ace             Director                July 9, 1997
------------------------
Brian R. Ace

/s/ Thomas C. Burns          Director                July 9, 1997
------------------------
Thomas C. Burns

/s/ W. Kenneth Price         Director                July 9, 1997
------------------------
W. Kenneth Price

/s/ John W. Purtell          Director                July 9, 1997
------------------------
John W. Purtell

/s/ R. Levi Tyler            Director                July 9, 1997
------------------------
R. Levi Tyler

/s/ Sally A. Steele          Director                July 9, 1997
-------------------------
Sally A. Steele

/s/ Edward A. Coach          Director                July 9, 1997
-------------------------
Edward A. Coach

/s/ Philip O. Farr           Controller (Chief       July 9, 1997
-------------------------    Accounting Officer)
Philip O. Farr                           
</TABLE>
<PAGE>
                               EXHIBIT INDEX

Exhibit No.    Description
-----------    ------------
    4.1        1994 Employee Stock Option Plan.

    4.2        1994 Stock Option Plan for Non-Employee Directors.

    4.3        1995 Incentive Stock Option and Nonstatutory Stock Option Plan.

    5          Opinion of Dilworth, Paxson, Kalish & Kauffman LLP as to the 
               legality of the shares being registered.

    23.1       Consent of Daniel Kenia, P.C., independent public accountants.

    23.2       Consent of Dilworth, Paxson, Kalish & Kauffman LLP (included 
               in Exhibit 5).

    24         Power of Attorney (set forth on the signature page of this 
               Registration Statement).
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{"company-data": {"conformed-name": "GRANGE NATIONAL BANC CORP", "cik": "0000763850", "assigned-sic": "6021", "irs-number": "232314065", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-31659", "film-number": "97642883"}, "business-address": {"street1": "198 E. TIOGA ST.", "city": "TUNKHANNOCK", "state": "PA", "zip": "18657", "phone": "7178362100"}, "mail-address": {"street1": "198 E. TIOGA ST.", "city": "TUNKHANNOCK", "state": "PA", "zip": "18657"}}
SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                       

                                   FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                          

                           GRANGE NATIONAL BANC CORP.
             (Exact name of registrant as specified in its certificate 
                                 of incorporation)

       Pennsylvania                   6711                 23-2314065
(State or other jurisdiction   (Primary S.I.C. Number)   (IRS Employer
of incorporation or organization)                      Identification No.

                                198 E. Tioga Street
                               Tunkhannock, PA 18657
                                  (717) 836-2100
                 (Address, including zip code, and telephone number,
    including area code, of the registrant's of principal executive offices)
                                                

                            GRANGE NATIONAL BANC CORP.
                         1994 Employee Stock Option Plan

                            GRANGE NATIONAL BANC CORP.
                 1994 Stock Option Plan for Non-Employee Directors

                            GRANGE NATIONAL BANC CORP.
          1996 Incentive Stock Option and Nonstatutory Stock Option Plan
                                                

                               Thomas A. McCullough
                                     President
                             Grange National Banc Corp.
                                198 E. Tioga Street
                               Tunkhannock, PA 18657
                                   (717) 836-2100
             (Name, address, including zip code, and telephone number,
                    including area code, of agent for service)
                                 

                           Copy of all communications to:

                           J. Roger Williams, Jr., Esquire
                       Dilworth, Paxson, Kalish & Kauffman LLP
                                3200 Mellon Bank Center
                                  1735 Market Street
                                Philadelphia, PA 19103
                                     (215) 575-7050
                                  
                            CALCULATION OF REGISTRATION FEE
============================================================================
Title of Each                 Proposed         Proposed        Amount
Class of                      Maximum          Maximum         of
Securities to    Amount       Offering         Aggregate       Registration
Be               To Be        Price            Offering        Fee
Registered       Registered   Per Share(1)     Price(1)
----------------------------------------------------------------------------
Common Stock, 
par value $5.00   105,0000     $42.00        $4,410,000.00     $1,336.37
============================================================================
(1)Estimated solely for the purpose of calculating the registration fee 
pursuant to paragraphs (c) and (h) of Rule 457 under the Securities
Act of 1933 based on the average of the bid and asked price of the 
Common Stock on June 24, 1997.
PART I

           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant Information and Employee Plan Annual Information.*

     * Information required by Part I to be contained in the Section 10(a) 
       prospectus is omitted from this Registration Statement in accordance 
       with Rule 428 under the Securities Act of 1933, as amended 
       (the "Securities Act"), and the introductory Note to Part I of 
       Form S-8.

                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.     Incorporation Of Documents By Reference.

  The following documents filed by Grange National Banc Corp. (the "Company") 
  with the Securities and Exchange Commission (the "Commission") are 
  incorporated by reference in this Registration Statement:

  1.   Annual Report on Form 10-KSB for the Fiscal Year Ended 
       December 31, 1996; and

  2.   Quarterly Report on Form 10-QSB for the Quarter Ended March 31, 1997.

  3.   The description of the Company's Common Stock contained in the 
       Registration Statement on Form SB-2 filed by the Company with the 
       Commission on March 24, 1994 (File No. 33-76838).

  All reports and other documents subsequently filed by the Company with the 
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities 
Exchange Act of 1934 (the "Exchange Act") after the date of this Registration
Statement, but prior to the filing of a post-effective amendment to this 
Registration Statement which indicates that all securities offered by this 
Registration Statement have been sold or which deregisters all such securities 
then remaining unsold, shall be deemed to be incorporated by reference into 
this Registration Statement.  Each document incorporated by reference into 
this Registration Statement shall be deemed to be a part of this 
Registration Statement from the date of the filing of such document with 
the Commission until the information contained therein is superseded or 
updated by any subsequently filed document which is incorporated by reference 
into this Registration Statement.

  Any statement contained in a document incorporated by reference herein 
shall be deemed to be modified or superseded for purposes hereof to the 
extent that a statement contained herein (or in any other subsequently filed 
document that is also incorporated by reference herein) modifies or 
supersedes such statement.  Any such statement so modified or superseded 
shall not be deemed, except as so modified or superseded, to constitute 
a part hereof.

  The consolidated financial statements of the Company appearing in the 
Company's Annual Report (Form 10-KSB) for the fiscal year ended 
December 31, 1996 have been audited by Daniel Kenia, P.C., independent public 
accountants, as set forth in their report thereon included therein and 
incorporated herein by reference.  Such consolidated financial statements 
are incorporated by reference herein in reliance upon such report given upon 
the authority of such firm as experts in accounting and auditing.

Item 4.     Description Of Securities.

  Not applicable.

Item 5.     Interests Of Named Experts And Counsel.

  Not applicable.
Item 6.     Indemnification Of Directors And Officers.

  Section 1741 of the Pennsylvania Business Corporation Law of 1988 provides 
the Company with the power to indemnify any officer or director acting in his 
capacity as a representative of the Company who was or is a party or is 
threatened to be made a party to any action or proceeding against expenses, 
judgments, penalties, fines and amounts paid in settlement in connection with 
such action or proceeding whether the action was instituted by a third party 
or arose by or in the right of the Company.  Generally, the only limitation 
on the ability of the Company to indemnify its officers and directors is if 
the act or failure to act is finally determined by a court to have constituted 
willful misconduct or recklessness.

  The Company's Bylaws provide that the Company is required to indemnify its 
officers, directors and employees to the fullest extent permitted under 
Pennsylvania law as from time to time in effect.  As a result, indemnification 
will be a contract right of directors, officers and employees of the Company, 
as opposed to a matter within the discretion of the Board, as will the payment 
of expenses by the Company in advance of a proceeding's final disposition.

  The Bylaws provide a clear and unconditional right to indemnification to 
the full extent permitted by law, for expenses (including attorneys' fees), 
damages, punitive damages, judgments, penalties, fines and amounts paid in 
settlement actually and reasonably incurred by any person whether or not the 
indemnified liability arises or arose from any threatened, pending or 
completed proceeding by or in the right of the Company (a derivative action) 
by reason of the fact that such person is or was serving as a director, 
officer or employee of the Company or, at the request of the Company, as 
a director, officer, partner, fiduciary or trustee of another corporation, 
partnership, joint venture, trust, employee benefit plan or other enterprise, 
even if the act or failure to act giving rise to the claim for indemnification 
entails the negligence or gross negligence of the indemnified party unless 
such act or failure to act is finally determined by a court to have 
constituted willful misconduct or recklessness.  The Bylaws provide for the 
advancement of expenses to an indemnified party upon receipt of an undertaking 
by the party to repay those amounts if it is finally determined that the 
indemnified party is not entitled to indemnification.

  The Bylaws authorize the Company to take steps to ensure that all persons 
entitled to the indemnification are properly indemnified, including, if the 
Board so determines, purchasing and maintaining insurance, entering into
indemnification agreements, creating a reserve, trust, escrow or other fund 
or account, granting security interests, obtaining a letter of credit or using 
other means that may be available from time to time.

Item 7.     Exemption From Registration Claimed.

  Not applicable.

Item 8.     Exhibits.

  The following exhibits are filed herewith or incorporated by reference as 
part of this Registration Statement:

   Exhibit No.       Description

      4.1       Grange National Banc Corp. 1994 Employee Stock Option Plan.

      4.2       Grange National Banc Corp. 1994 Stock Option Plan for 
                Non-Employee Directors.

      4.3       Grange National Banc Corp. 1996 Incentive Stock Option and 
                Nonstatutory Stock Option Plan.
      
      5         Opinion of Dilworth, Paxson, Kalish & Kauffman LLP as to the 
                legality of the shares being registered.

      23.1      Consent of Daniel Kenia, P.C., independent public accountants.

      23.2      Consent of Dilworth, Paxson, Kalish & Kauffman LLP 
                (included in Exhibit 5).

      24        Power of Attorney (set forth on the signature page of this 
                Registration Statement).
Item 9.  Undertakings.

  The undersigned registrant hereby undertakes:

  (a) (1)    To file, during any period in which offers or sales are being 
  made, a post-effective amendment to this Registration Statement:

             (i)  To include any prospectus required by Section 10(a)(3) of 
       the Securities Act;

             (ii) To reflect in the prospectus any facts or events arising 
       after the effective date of this Registration Statement (or the most 
       recent post-effective amendment to the Registration Statement) which,
       individually or in the aggregate, represent a fundamental change in 
       the information set forth in the Registration Statement;

             (iii)  To include any material information with respect to the 
       plan of distribution not previously disclosed in the Registration 
       Statement or any material change to such information in the 
       Registration Statement;

  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if 
the information required to be included in a post-effective amendment by thos
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by 
reference in this Registration Statement.

      (2)    That, for the purpose of determining any liability under the 
  Securities Act, each such post-effective amendment shall be deemed to be a 
  new registration statement relating to the securities offered therein, and 
  the offering of such securities at that time shall be deemed to be the 
  initial bona fide offering thereof.

      (3)    To remove from registration by means of a post-effective 
  amendment any of the securities being registered which remain unsold at the 
  termination of the offering.

  (b)    The undersigned registrant hereby undertakes that, for purposes of 
  determining any liability under the Securities Act, each filing of the 
  registrant's annual report pursuant to Section 13(a) or Section 15(d) of 
  the Exchange Act that is incorporated by reference in this Registration 
  Statement shall be deemed to be a new registration statement relating to
  the securities offered herein, and the offering of such securities at that 
  time shall be deemed to be the initial bona fide offering thereof.

  (c)    Insofar as indemnification for liabilities arising under the 
  Securities Act may be permitted to directors, officers and controlling 
  persons of the registrant pursuant to the foregoing provisions, or 
  otherwise, the registrant has been advised that in the opinion of the 
  Commission such indemnification is against public policy as expressed in the
  Act and is, therefore, unenforceable.  In the event that a claim for 
  indemnification against such liabilities (other than the payment by the
  registrant of expenses incurred or paid by a director, officer or 
  controlling person of the registrant in the successful defense
  of any action, suit or proceeding) is asserted by such director, officer 
  or controlling persons in connection with the securities being registered, 
  the registrant will, unless in the opinion of its counsel the matter has 
  been settled by controlling precedent, submit to a court of appropriate 
  jurisdiction the question whether such indemnification by it is against 
  public policy as expressed in the Act and will be governed by the final 
  adjudication of such issue.
SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, the registrant 
certifies that it has reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly caused this Registration 
Statement to be signed on its behalf by the undersigned, thereunto duly 
authorized, in the Borough of Tunkhannock, Commonwealth of Pennsylvania, 
this 11th day of June, 1997.

                                     GRANGE NATIONAL BANC CORP.

                                     By:  /s/ Thomas A. McCullough
                                         __________________________
                                         Thomas A. McCullough
                                         President

   KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and 
officers of Grange National Banc Corp. hereby constitutes and appoints 
Thomas A. McCullough, his or her true and lawful attorney-in-fact and agent, 
for and in his or her name, place and stead, in any and all capacities, to 
sign this Registration Statement on Form S-8 under the Securities Act of 1933, 
including post-effective amendments and other related documents, and to file 
the same with the Securities and Exchange Commission under said Act, hereby 
granting power and authority to do and perform any and all acts and things 
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying 
and confirming all that said attorney-in-fact and agent may lawfully
do or cause to be done by virtue hereof.

   Pursuant to the requirements of the Securities Act of 1933, this 
Registration Statement and the foregoing Power of Attorney have been 
signed by the following persons in the capacities and on the date(s) 
indicated:
Signature                 Capacity                   Date
   _________                 ________                  _______
/s/ Robert C. Wheeler        Chairman                July 9, 1997
---------------------
Robert C. Wheeler

/s/ Thomas A. McCullough     President               July 9, 1997
------------------------
Thomas A. McCullough

/s/ Brian R. Ace             Director                July 9, 1997
------------------------
Brian R. Ace

/s/ Thomas C. Burns          Director                July 9, 1997
------------------------
Thomas C. Burns

/s/ W. Kenneth Price         Director                July 9, 1997
------------------------
W. Kenneth Price

/s/ John W. Purtell          Director                July 9, 1997
------------------------
John W. Purtell

/s/ R. Levi Tyler            Director                July 9, 1997
------------------------
R. Levi Tyler

/s/ Sally A. Steele          Director                July 9, 1997
-------------------------
Sally A. Steele

/s/ Edward A. Coach          Director                July 9, 1997
-------------------------
Edward A. Coach

/s/ Philip O. Farr           Controller (Chief       July 9, 1997
-------------------------    Accounting Officer)
Philip O. Farr
EXHIBIT INDEX

Exhibit No.    Description
-----------    ------------
    4.1        1994 Employee Stock Option Plan.

    4.2        1994 Stock Option Plan for Non-Employee Directors.

    4.3        1995 Incentive Stock Option and Nonstatutory Stock Option Plan.

    5          Opinion of Dilworth, Paxson, Kalish & Kauffman LLP as to the 
               legality of the shares being registered.

    23.1       Consent of Daniel Kenia, P.C., independent public accountants.

    23.2       Consent of Dilworth, Paxson, Kalish & Kauffman LLP (included 
               in Exhibit 5).

    24         Power of Attorney (set forth on the signature page of this 
               Registration Statement).