As filed with the Securities and Exchange Commission on June 25,
1998.
                                        Registration No. 333-____
_________________________________________________________________
_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

      Pennsylvania                       23-2960905
(State of Incorporation)    (I.R.S. Employer Identification No.)
                                
                       601 Penn Street
                 Reading, Pennsylvania  19601
                        (610) 376-5933
  (Address and telephone number of principal executive offices)
                                
        Main Street Bancorp, Inc. 1996 Stock Option Plan
                    (Full Title of the Plan)

                                   With a copy to:
Nelson R. Oswald                   Jeffrey P. Waldron, Esquire
Chairman and Chief                 Stevens & Lee
  Executive Officer                One Glenhardie Corporate Ctr.
601 Penn Street                    1275 Drummers Lane
Reading, Pennsylvania  19601       Wayne, Pennsylvania  19087
(610) 376-5933                     (610) 293-4961

(Name, address and telephone 
number of agent for service)
=================================================================
                 CALCULATION OF REGISTRATION FEE
================================================================= 
                             Proposed    Proposed
                              Maximum     Maximum
   Title of       Amount      Offering   Aggregate     Amount of
Securities to      to be     Price Per    Offering   Registration
be Registered   Registered    Share(1)    Price(1)        Fee    

Common Stock,   152,019      $ 26.125   $ 3,971,496.30 $ 1,204
 par value
 $1.00 per share
=================================================================
(1)  Estimated solely for the purpose of calculating the
     registration fee pursuant to Rule 457(h).  Price per share
     represents the closing price for a share of Registrant's
     Common Stock on June 23, 1998
  PAGE 1
<PAGE>
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents are incorporated by reference in
this Registration Statement:

     (a)  Registrant's Current Report on Form 8-K dated May 15,
          1998 filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended (the
          "Exchange Act") and as amended on Form 8-K/A on
          June 25, 1998.

     (b)  All other reports filed by the Company pursuant to
          Section 13(a) or 15(d) of the Exchange Act since
          April 29. 1998.

     (c)  The description of the Registrant's common stock, par
          value $1.00 per share (the "Common Stock"), set forth
          in the Registrant's Registration Statement on Form 8-A
          as filed with the Securities and Exchange Commission on
          April 30, 1998, and as amended on Form 8-A/A on May 8,
          1998.

     All documents subsequently filed by the Registrant pursuant
to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment that indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

     Any statements contained herein or in a document
incorporated or deemed incorporated by reference herein shall be
deemed to be modified or superseded, for purposes of this
Registration Statement, to the extent that a statement contained
herein or in any subsequently filed document that also is or is
deemed 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 of this Registration Statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.
  <PAGE 2>
Item 6.   Indemnification of Directors and Officers.

     Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such capacities
for any action taken or any failure to act, whether or not the
corporation would have the power to indemnify the person under
any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful
misconduct.  Pennsylvania law also permits the adoption of a
bylaw amendment, approved by shareholders, providing for the
elimination of a director's liability for monetary damages for
any action taken or any failure to take any action unless (1) the
director has breached or failed to perform the duties of his
office and (2) the breach of failure to perform constitutes
self-dealing, willful misconduct or recklessness.

     Registrant's bylaws provide for (1) indemnification of
directors, officers, employees and agents of the registrant and
its subsidiaries and (2) the elimination of a director's
liability for monetary damages, to the fullest extent permitted
by Pennsylvania law.

     Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Registrant.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     4.1       Articles of Incorporation of Main Street
               Bancorp, Inc., as amended, incorporated herein by
               reference to Exhibit 3.1 of the Registration
               Statement No. 333-44697 on Form S-4 as filed with
               the Securities and Exchange Commission on January
               22, 1998.

     4.2       Bylaws of Main Street Bancorp, Inc. incorporated
               herein by reference to Exhibit 3.2 of the
               Registration Statement No. 333-44697 on Form S-4
               as filed with the Securities and Exchange
               Commission on January 22, 1998.

     4.3       Main Street Bancorp, Inc. 1996 Stock Option Plan.

     5.        Opinion of Stevens & Lee.

     23.1      Consent of Beard & Company, Inc., independent
               auditors.

     23.2      Consent of Stevens & Lee.  (Contained in Exhibit 5
               of this Registration Statement.)  <PAGE 3>

     24.       Power of Attorney of certain directors and
               officers (included on signature page).

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to include any additional or changed
material information with respect to the plan of distribution.

          (2)  That, for the purpose of determining liability
under the Securities Act of 1933, to treat each post-effective
amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be
the initial bona fide offering thereof.

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


          Provided, however, that subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, 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
that remain unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of a plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this Registration
Statement 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.
  <PAGE 4>
     (c)  The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 if under the Securities Act of 1934;
and, where interim financial information required to be presented
by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

     (d)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Securities and Exchange
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
person 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 5
<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 City of Reading, Commonwealth of Pennsylvania,
on June 23, 1998.

                              MAIN STREET BANCORP, INC.

                              By/s/ Nelson R. Oswald              
                                   Nelson R. Oswald, Chairman and
                                   Chief Executive Officer


     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Nelson R.
Oswald, Allen E. Keifer and Jeffrey P. Waldron, Esquire, and each
of them, his true and lawful attorney-in-fact, as agent with full
power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacity, to sign any or all
amendments to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to
all intents and purposes as they might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
  PAGE 6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated and on the dates indicated.

    Signature                     Title               Date

/s/ Nelson R. Oswald        Chairman, President     June 23, 1998
Nelson R. Oswald            and Chief Executive
                            Officer (Principal
                            Executive Officer)

/s/ Allen E. Kiefer         President, Chief        June 23, 1998
Allen E. Kiefer             Operating Officer
                            and Director


/s/ Robert D. McHugh, Jr.   Executive Vice          June 23, 1998
Robert D. McHugh, Jr.       President and Chief
                            Financial Officer
                            (Principal Financial
                            Officer)


/s/ Donna L. Rickert        Senior Vice President, June 23, 1998
Donna L. Rickert            Chief Accounting Officer,
                            Controller (Principal
                            Accounting Officer)

/s/ Richard D. Biever       Director                June 23, 1998
Richard D. Biever  

/s/ Edward J. Edwards       Director                June 23, 1998
Edward J. Edwards

/s/ Richard T. FenstermacherDirector                June 23, 1998
Richard T. Fenstermacher

/s/ Ivan H. Gordon          Director                June 23, 1998
Ivan H. Gordon

/s/ Jeffrey W. Hayes        Director                June 23, 1998
Jeffrey W. Hayes

/s/ Alfred B. Mast          Director                June 23, 1998
Alfred B. Mast

/s/ Frederick A. Gosch      Director                June 23, 1998
Frederick A. Gosch

                            Director                June __, 1998
Wesley R. Pace

/s/ Floyd S. Weber          Director                June 23, 1998
Floyd S. Weber  <PAGE 7>

/s/ Joseph Schlitzer        Director                June 23, 1998
Joseph Schlitzer

/s/ Albert L. Evans, Jr.    Director                June 23, 1998
Albert L. Evans, Jr.
  PAGE 8
<PAGE>
                          EXHIBIT INDEX

     4.1       Articles of Incorporation of Main Street
               Bancorp, Inc., as amended, incorporated herein by
               reference to Exhibit 3.1 of the Registration
               Statement No. 333-44697 on Form S-4 as filed with
               the Securities and Exchange Commission on January
               22, 1998.

     4.2       Bylaws of Main Street Bancorp, Inc., incorporated
               herein by reference to Exhibit 3.2 of the
               Registration Statement No. 333-44697 on Form S-4
               as filed with the Securities and Exchange
               Commission on January 22, 1998.

     4.3       Main Street Bancorp, Inc. 1996 Stock Option Plan.

     5.        Opinion of Stevens & Lee.

     23.1      Consent of Beard & Company, Inc., independent
               auditors.

     23.2      Consent of Stevens & Lee.  (Contained in Exhibit 5
               of this Registration Statement.)

     24.       Power of Attorney of certain directors and
               officers (included on signature page).  <PAGE 9>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16101}]
{"company-data": {"conformed-name": "MAIN STREET BANCORP INC", "cik": "0001060558", "assigned-sic": "6022", "irs-number": "232960905", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57703", "film-number": "98654090"}, "business-address": {"street1": "601 PENN STREET", "city": "READING", "state": "PA", "zip": "19603", "phone": "6103765933"}, "mail-address": {"street1": "400 WASHINGTON STREET", "city": "READING", "state": "PA", "zip": "19601"}}
As filed with the Securities and Exchange Commission on June 25,
1998.
                                        Registration No. 333-____
_________________________________________________________________
_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

      Pennsylvania                       23-2960905
(State of Incorporation)    (I.R.S. Employer Identification No.)
                                
                       601 Penn Street
                 Reading, Pennsylvania  19601
                        (610) 376-5933
  (Address and telephone number of principal executive offices)
                                
        Main Street Bancorp, Inc. 1996 Stock Option Plan
                    (Full Title of the Plan)

                                   With a copy to:
Nelson R. Oswald                   Jeffrey P. Waldron, Esquire
Chairman and Chief                 Stevens & Lee
  Executive Officer                One Glenhardie Corporate Ctr.
601 Penn Street                    1275 Drummers Lane
Reading, Pennsylvania  19601       Wayne, Pennsylvania  19087
(610) 376-5933                     (610) 293-4961

(Name, address and telephone 
number of agent for service)
=================================================================
                 CALCULATION OF REGISTRATION FEE
================================================================= 
                             Proposed    Proposed
                              Maximum     Maximum
   Title of       Amount      Offering   Aggregate     Amount of
Securities to      to be     Price Per    Offering   Registration
be Registered   Registered    Share(1)    Price(1)        Fee    

Common Stock,   152,019      $ 26.125   $ 3,971,496.30 $ 1,204
 par value
 $1.00 per share
=================================================================
(1)  Estimated solely for the purpose of calculating the
     registration fee pursuant to Rule 457(h).  Price per share
     represents the closing price for a share of Registrant's
     Common Stock on June 23, 1998
  PAGE 1
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents are incorporated by reference in
this Registration Statement:

     (a)  Registrant's Current Report on Form 8-K dated May 15,
          1998 filed pursuant to Section 13(a) or 15(d) of the
          Securities Exchange Act of 1934, as amended (the
          "Exchange Act") and as amended on Form 8-K/A on
          June 25, 1998.

     (b)  All other reports filed by the Company pursuant to
          Section 13(a) or 15(d) of the Exchange Act since
          April 29. 1998.

     (c)  The description of the Registrant's common stock, par
          value $1.00 per share (the "Common Stock"), set forth
          in the Registrant's Registration Statement on Form 8-A
          as filed with the Securities and Exchange Commission on
          April 30, 1998, and as amended on Form 8-A/A on May 8,
          1998.

     All documents subsequently filed by the Registrant pursuant
to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment that indicates that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

     Any statements contained herein or in a document
incorporated or deemed incorporated by reference herein shall be
deemed to be modified or superseded, for purposes of this
Registration Statement, to the extent that a statement contained
herein or in any subsequently filed document that also is or is
deemed 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 of this Registration Statement.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interests of Named Experts and Counsel.

     Not applicable.
Item 6.   Indemnification of Directors and Officers.

     Pennsylvania law provides that a Pennsylvania corporation
may indemnify directors, officers, employees and agents of the
corporation against liabilities they may incur in such capacities
for any action taken or any failure to act, whether or not the
corporation would have the power to indemnify the person under
any provision of law, unless such action or failure to act is
determined by a court to have constituted recklessness or willful
misconduct.  Pennsylvania law also permits the adoption of a
bylaw amendment, approved by shareholders, providing for the
elimination of a director's liability for monetary damages for
any action taken or any failure to take any action unless (1) the
director has breached or failed to perform the duties of his
office and (2) the breach of failure to perform constitutes
self-dealing, willful misconduct or recklessness.

     Registrant's bylaws provide for (1) indemnification of
directors, officers, employees and agents of the registrant and
its subsidiaries and (2) the elimination of a director's
liability for monetary damages, to the fullest extent permitted
by Pennsylvania law.

     Directors and officers are also insured against certain
liabilities for their actions, as such, by an insurance policy
obtained by the Registrant.

Item 7.   Exemption from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

     4.1       Articles of Incorporation of Main Street
               Bancorp, Inc., as amended, incorporated herein by
               reference to Exhibit 3.1 of the Registration
               Statement No. 333-44697 on Form S-4 as filed with
               the Securities and Exchange Commission on January
               22, 1998.

     4.2       Bylaws of Main Street Bancorp, Inc. incorporated
               herein by reference to Exhibit 3.2 of the
               Registration Statement No. 333-44697 on Form S-4
               as filed with the Securities and Exchange
               Commission on January 22, 1998.

     4.3       Main Street Bancorp, Inc. 1996 Stock Option Plan.

     5.        Opinion of Stevens & Lee.

     23.1      Consent of Beard & Company, Inc., independent
               auditors.

     23.2      Consent of Stevens & Lee.  (Contained in Exhibit 5
               of this Registration Statement.)
24.       Power of Attorney of certain directors and
               officers (included on signature page).

Item 9.   Undertakings.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement to include any additional or changed
material information with respect to the plan of distribution.

          (2)  That, for the purpose of determining liability
under the Securities Act of 1933, to treat each post-effective
amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be
the initial bona fide offering thereof.

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

          Provided, however, that subparagraphs (a)(1)(i) and
(a)(1)(ii) of this section do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.

          (2)  That, for the purpose of determining any liability
under the Securities Act of 1933, 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
that remain unsold at the termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for
the purpose of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of a plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in this Registration
Statement 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.
(c)  The undersigned Registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements
of Rule 14a-3 or Rule 14c-3 if under the Securities Act of 1934;
and, where interim financial information required to be presented
by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.

     (d)  Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 Securities and Exchange
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
person 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 5
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 City of Reading, Commonwealth of Pennsylvania,
on June 23, 1998.

                              MAIN STREET BANCORP, INC.

                              By/s/ Nelson R. Oswald              
                                   Nelson R. Oswald, Chairman and
                                   Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Nelson R.
Oswald, Allen E. Keifer and Jeffrey P. Waldron, Esquire, and each
of them, his true and lawful attorney-in-fact, as agent with full
power of substitution and resubstitution for him and in his name,
place and stead, in any and all capacity, to sign any or all
amendments to this Registration Statement and to file the same,
with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agents full power and authority to
do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to
all intents and purposes as they might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
  PAGE 6
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated and on the dates indicated.

    Signature                     Title               Date

/s/ Nelson R. Oswald        Chairman, President     June 23, 1998
Nelson R. Oswald            and Chief Executive
                            Officer (Principal
                            Executive Officer)

/s/ Allen E. Kiefer         President, Chief        June 23, 1998
Allen E. Kiefer             Operating Officer
                            and Director

/s/ Robert D. McHugh, Jr.   Executive Vice          June 23, 1998
Robert D. McHugh, Jr.       President and Chief
                            Financial Officer
                            (Principal Financial
                            Officer)

/s/ Donna L. Rickert        Senior Vice President, June 23, 1998
Donna L. Rickert            Chief Accounting Officer,
                            Controller (Principal
                            Accounting Officer)

/s/ Richard D. Biever       Director                June 23, 1998
Richard D. Biever  

/s/ Edward J. Edwards       Director                June 23, 1998
Edward J. Edwards

/s/ Richard T. FenstermacherDirector                June 23, 1998
Richard T. Fenstermacher

/s/ Ivan H. Gordon          Director                June 23, 1998
Ivan H. Gordon

/s/ Jeffrey W. Hayes        Director                June 23, 1998
Jeffrey W. Hayes

/s/ Alfred B. Mast          Director                June 23, 1998
Alfred B. Mast

/s/ Frederick A. Gosch      Director                June 23, 1998
Frederick A. Gosch

                            Director                June __, 1998
Wesley R. Pace

/s/ Floyd S. Weber          Director                June 23, 1998
Floyd S. Weber
/s/ Joseph Schlitzer        Director                June 23, 1998
Joseph Schlitzer

/s/ Albert L. Evans, Jr.    Director                June 23, 1998
Albert L. Evans, Jr.
  PAGE 8
EXHIBIT INDEX

     4.1       Articles of Incorporation of Main Street
               Bancorp, Inc., as amended, incorporated herein by
               reference to Exhibit 3.1 of the Registration
               Statement No. 333-44697 on Form S-4 as filed with
               the Securities and Exchange Commission on January
               22, 1998.

     4.2       Bylaws of Main Street Bancorp, Inc., incorporated
               herein by reference to Exhibit 3.2 of the
               Registration Statement No. 333-44697 on Form S-4
               as filed with the Securities and Exchange
               Commission on January 22, 1998.

     4.3       Main Street Bancorp, Inc. 1996 Stock Option Plan.

     5.        Opinion of Stevens & Lee.

     23.1      Consent of Beard & Company, Inc., independent
               auditors.

     23.2      Consent of Stevens & Lee.  (Contained in Exhibit 5
               of this Registration Statement.)

     24.       Power of Attorney of certain directors and
               officers (included on signature page).