As filed with the Securities and Exchange Commission on
September 4, 1998.
                                        Registration No. 333-____
_________________________________________________________________
_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     FIRST LIBERTY BANK CORP.
     (Exact name of registrant as specified in its charter)

      Pennsylvania                       23-2275242
(State of Incorporation)    (I.R.S. Employer Identification No.)
                                
                    645 Washington Avenue
                 Jermyn, Pennsylvania  18433
                        (717) 876-6500
  (Address and telephone number of principal executive offices)
                                
     Upper Valley Bancorp, Inc. 1995 Employee Stock Option Plan
                    (Full Title of the Plan)

                                   With a copy to:
William M. Davis                   David W. Swartz, Esquire
President and Chief                Stevens & Lee
Executive Officer                  111 N. Sixth Street
645 Washington Avenue              Reading, Pennsylvania 19601
Jermyn, Pennsylvania  18433        (610) 478-2000
(717) 876-6500                     

(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,             
 par value
 $1.25 per share   40,000    $35.99      $1,439,600  $424.68
=================================================================
(1)  Estimated solely for the purpose of calculating the
     registration fee pursuant to Rule 457(h).  Price per share
     represents the book value for a share of Registrant's Common
     Stock on July 31, 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 Annual Report on Form 10-K for the year
          ended December 31, 1997 (as amended by the Form 10-K/A
          filed on May 1, 1998 and the Form 10-K/A No. 2 filed on
          May 15, 1998).

     (b)  All other reports filed by the Company pursuant to
          Section 13(a) or 15(d) of the Exchange Act of 1934, as
          amended (the "Exchange Act") since December 31, 1997.

     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.

     The authorized capital stock of Registrant consists of
10,000,000 shares of common stock, par value $1.25 per share (the
"Common Stock").  As of June 30, 1998, there were 1,574,350
shares of Common Stock issued and outstanding, and no shares held
by Registrant as treasury stock.  There are no other shares of
capital stock of Registrant authorized, issued, or outstanding.

     Common Stock

     The holders of Common Stock are entitled to share ratably in
dividends when and if declared by Registrant's Board of Directors
from funds legally available therefor.  Declaration and payment
of cash dividends by Registrant depends primarily upon dividend
payments by The First National Bank of Jermyn ("FNBJ") and NBO
National Bank ("NBO"), the Registrant's wholly-owned banking
subsidiaries, which are Registrant's primary source of revenue
and cash flow.  Registrant is a legal entity separate and
distinct from its subsidiaries.  Accordingly, the right of 
<PAGE 2> Registrant, and consequently the right of creditors and
shareholders of Registrant, to participate in any distribution of
the assets or earnings of any subsidiary is necessarily subject
to the prior claims of creditors of the subsidiary, except to the
extent that claims of Registrant in its capacity as a creditor
may be recognized.

     FNBJ and NBO will be permitted to pay cash dividends
sufficient to fund any dividend by Registrant subject to
applicable regulatory restrictions.

     The holders of shares of Common Stock possess exclusive
voting rights in Registrant.  Each holder of shares of Common
Stock will be entitled to one vote for each share held on matters
upon which shareholders have the right to vote.  Registrant's
shareholders are not entitled to cumulate votes in the election
of directors.

     Registrant's Board of Directors is divided into three
classes, each serving three-year terms, so that approximately
one-third of the directors of Registrant are elected at each
annual meeting of shareholders of Registrant.  Classification of
the Registrant's Board of Directors has the effect of decreasing
the number of directors that could be elected in a single year by
any person who seeks to elect its designees to a majority of the
seats on the Registrant's Board of Directors and thereby could
impede a change in control of Registrant.

     The holders of Common Stock have no preemptive rights to
acquire any additional shares of Registrant.  In addition, the
Common Stock is not subject to redemption.

     Registrant's Restated Articles of Incorporation authorize
the Registrant's Board of Directors to issue authorized shares of
Common Stock without shareholder approval.  The Common Stock is
not listed or traded on a recognized securities exchange and is
inactively traded.

     In the event of liquidation, dissolution, or winding-up of
Registrant, whether voluntary or involuntary, holders of Common
Stock will be entitled to share ratably in any of its assets or
funds that are available for distribution to its shareholders
after the satisfaction of its liabilities (or after adequate
provision is made therefor).

     Special Charter and Pennsylvania Corporate Law Provisions

     Registrant's Restated Articles of Incorporation and Restated
Bylaws contain certain provisions which may have the effect of
deterring or discouraging, among other things, a non-negotiated
tender or exchange offer for Registrant stock, a proxy contest
for control of Registrant, the assumption of control of
Registrant by a holder of a large block of Registrant stock and
the removal of Registrant's management.  These provisions: 
(1) divide  Registrant's Board of Directors into three classes
serving staggered three-year terms; (2) require a supermajority
vote of directors (80% until January 1, 2004 and 66-2/3% 
<PAGE 3> thereafter to increase the size of any class of the
Board of Directors); (3) require a supermajority vote of
directors and shareholders (80% of directors and 80% of
shareholders until January 1, 2004 and 66-23/% of directors and
66-2/3% of shareholders thereafter) to approve certain mergers,
asset sales and similar transactions if the transaction is not
approved, in advance, unanimously by Registrant's Board or if the
transaction is not approved, in advance, unanimously by the
Registrant Board of Directors; (4) prohibit shareholders' actions
without a meeting; (5) require any person or group who or which
becomes the beneficial owner of 25% or more of the outstanding
shares of the Common Stock to offer to purchase all other
outstanding shares of such Common Stock for cash at a price equal
to the highest price paid by such person or group for any such
shares of Common Stock or, if the Board of Directors so elects,
at fair market value determined by an investment banking firm
selected by the Board of Directors; (6) require a supermajority
vote of shareholders and directors to approve the repeal of
amendment of certain provisions of the Restated Articles of
Incorporation and Restated Bylaws; (7) eliminate cumulative
voting in elections of directors; (8) require a supermajority
vote of directors to take certain actions which might result in a
change in control of Registrant; and (8) require advance notice
of nominations for the election of directors and the presentation
of shareholder proposals at meetings of shareholders.

     The Pennsylvania Business Corporation law of 1988, as
amended (the "Pennsylvania BCL"), also contains certain
provisions applicable to Registrant which may have the effect of
impeding a change in control of Registrant.  These provisions,
among other things:  (1) prohibit for five years, subject to
certain exceptions, a "business combination" (which includes a
merger or consolidation of the corporation or a sale, lease, or
exchange of assets) with a shareholder or group of shareholders
beneficially owning 20% or more of a public corporation's voting
power; (2) require disgorgement by any person or group who or
which has acquired or publicly disclosed an intent to acquire 20%
or more of a public corporation's voting power of any profit
realized from the sale of any shares acquired within specified
time periods of such acquisition or disclosure if the shares are
sold within eighteen months thereafter; and (3) generally
prohibit a person or group who or which exceeds certain stock
ownership thresholds (20%, 33-1/3% and 50%) for the first time
from voting the "control shares" (i.e., the shares owned in
excess of the applicable threshold) unless voting rights are
restored by a vote of disinterested shareholders.

     In 1990, Pennsylvania adopted legislation further amending
the Pennsylvania BCL.  To the extent applicable to Registrant at
the present time, this legislation generally:  (1) expands the
factors and groups (including shareholders) which Registrant's
Board of Directors can consider in determining whether a certain
action is in the best interests of the corporation; (2) provides
that Registrant's Board of Directors need not consider the
interests of any particular group as dominant or controlling;
(3) provides that Registrant's directors, in order to satisfy the
presumption that they have acted in the best interests of the 
<PAGE 4> corporation, need not satisfy any greater obligation or
higher burden of proof with respect to actions relating to an
acquisition or potential acquisition of control; (4) provides
that actions relating to acquisitions of control that are
approved by a majority of "disinterested directors" are presumed
to satisfy the directors' standard, unless it is proven by clear
and convincing evidence that the directors did not assent to such
action in good faith after reasonable investigation; and
(5) provides that the fiduciary duty of Registrant's directors is
solely to the corporation and may be enforced by the corporation
or by a shareholder in a derivative action, but not by a
shareholder directly.

     The 1990 amendments to the Pennsylvania BCL explicitly
provide that the fiduciary duty of directors shall not be deemed
to require directors (1) to redeem any rights under, or to modify
or render inapplicable, any shareholder rights plan; (2) to
render inapplicable, or make determinations under, provisions of
the Pennsylvania BCL relating to control transactions, business
combinations, control-share acquisitions, or disgorgement by
certain controlling shareholders following attempts to acquire
control; or (3) to act as the board of directors, a committee of
the board or an individual director solely because of the effect
such action might have on an acquisition or potential or proposed
acquisition of control of the corporation or the consideration
that might be offered or paid to shareholders in such an
acquisition.  One of the effects of the 1990 fiduciary duty
statutory provisions may be to make it more difficult for a
shareholder to successfully challenge the actions of Registrant's
Board of Directors in a potential change in control context. 
Pennsylvania case law appears to provide that the fiduciary duty
standard under the 1990 amendments to the Pennsylvania BCL grants
directors the statutory authority to reject or refuse to consider
any potential or proposed acquisition of the corporation.

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.
  <PAGE 5>
     Registrant's Restated 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       Restated Articles of Incorporation of Registrant. 
               (Incorporated by reference to Exhibit 99.1 to
               Registrant's Current Report on Form 8-K dated
               July 9, 1998.)

     4.2       Restated Bylaws of Registrant.  (Incorporated by
               reference to Exhibit 99.2 to Registrant's Current
               Report on Form 8-K dated July 9, 1998.)

     4.3       Upper Valley Bancorp, Inc. 1995 Employee Stock
               Option Plan.

     5.        Opinion of Stevens & Lee.

     23.1      Consent of KPMG Peat Marwick, LLP, 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 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.

          (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.
  <PAGE 6>
          (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
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 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 7
<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 Jermyn, Pennsylvania, on August 18, 1998.

                              FIRST LIBERTY BANK CORP.

                              By/s/ William M. Davis          
                                   William M. Davis, President
                                   and Chief Executive Officer


     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints William M.
Davis, Steven R. Tokach, Donald R. Gibbs, and David W. Swartz,
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 8
<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/ William M. Davis           President          August 18, 1998
William M. Davis               and Chief Executive
                               Officer (Principal
                               Executive Officer)

                               Chief Financial    August __, 1998
Donald J. Gibbs                and Accounting Officer

                               Director           August __, 1998
Michael A. Barbetti

/s/ Edmund J. Biancarelli      Director           August 26, 1998
Edmund J. Biancarelli

/s/ Joseph P. Coviello         Director           August 26, 1998
Joseph P. Coviello

/s/ David M. Epstein           Director           August 25, 1998
David M. Epstein

                               Director           August __, 1998
Fred J. Gentile

/s/ Harold S. Kaplan           Director           August 25, 1998
Harold S. Kaplan

/s/ Robert T. Kelly            Director           August 26, 1998
Robert T. Kelly

/s/ Kuzma Leschak, Jr.         Director           August 26, 1998
Kuzma Leschak, Jr.

/s/ Harold T. McGovern         Director           August 26, 1998
Harold T. McGovern

/s/ I. Leo Moskowvitz          Director           August 26, 1998
I. Leo Moskowvitz

/s/William K. Nasser, Jr.      Director           August 25, 1998
William K. Nasser, Jr.

/s/ Peter A. Sabia             Director           August 26, 1998
Peter A. Sabia

/s/ Thomas G. Speicher         Director           August 26, 1998
Thomas G. Speicher

/s/ Garfield G. Thomas         Director           August 26, 1998
Garfield G. Thomas
  <PAGE 9>
/s/ Steven R. Tokach           Director           August 26, 1998
Steven R. Tokach

                               Director           August __, 1998
Norman E. Woodworth
  PAGE 10
<PAGE>
                          EXHIBIT INDEX

     4.1       Restated Articles of Incorporation of Registrant. 
               (Incorporated by reference to Exhibit 99.1 to
               Registrant's Current Report on Form 8-K dated
               July 9, 1998.)

     4.2       Restated Bylaws of Registrant.  (Incorporated by
               reference to Exhibit 99.2 to Registrant's Current
               Report on Form 8-K dated July 9, 1998.)

     4.3       Upper Valley Bancorp, Inc. 1995 Employee Stock
               Option Plan.

     5.        Opinion of Stevens & Lee.

     23.1      Consent of KPMG Peat Marwick, LLP, 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 11>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 23719}]
{"company-data": {"conformed-name": "FIRST LIBERTY BANK CORP", "cik": "0000741562", "assigned-sic": "6021", "irs-number": "232275242", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62941", "film-number": "98704728"}, "business-address": {"street1": "645 WASHINGTON AVE", "street2": "P O BOX 39", "city": "JERMYN", "state": "PA", "zip": "18433-0039", "phone": "7178766500"}, "mail-address": {"street1": "645 WASHINGTON AVE", "street2": "P O BOX 39", "city": "JERMYN", "state": "PA", "zip": "18433-0039"}, "former-company": {"former-conformed-name": "FIRST JERMYN CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on
September 4, 1998.
                                        Registration No. 333-____
_________________________________________________________________
_________________________________________________________________
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM S-8
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                     FIRST LIBERTY BANK CORP.
     (Exact name of registrant as specified in its charter)

      Pennsylvania                       23-2275242
(State of Incorporation)    (I.R.S. Employer Identification No.)
                                
                    645 Washington Avenue
                 Jermyn, Pennsylvania  18433
                        (717) 876-6500
  (Address and telephone number of principal executive offices)
                                
     Upper Valley Bancorp, Inc. 1995 Employee Stock Option Plan
                    (Full Title of the Plan)

                                   With a copy to:
William M. Davis                   David W. Swartz, Esquire
President and Chief                Stevens & Lee
Executive Officer                  111 N. Sixth Street
645 Washington Avenue              Reading, Pennsylvania 19601
Jermyn, Pennsylvania  18433        (610) 478-2000
(717) 876-6500                     

(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,             
 par value
 $1.25 per share   40,000    $35.99      $1,439,600  $424.68
=================================================================
(1)  Estimated solely for the purpose of calculating the
     registration fee pursuant to Rule 457(h).  Price per share
     represents the book value for a share of Registrant's Common
     Stock on July 31, 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 Annual Report on Form 10-K for the year
          ended December 31, 1997 (as amended by the Form 10-K/A
          filed on May 1, 1998 and the Form 10-K/A No. 2 filed on
          May 15, 1998).

     (b)  All other reports filed by the Company pursuant to
          Section 13(a) or 15(d) of the Exchange Act of 1934, as
          amended (the "Exchange Act") since December 31, 1997.

     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.

     The authorized capital stock of Registrant consists of
10,000,000 shares of common stock, par value $1.25 per share (the
"Common Stock").  As of June 30, 1998, there were 1,574,350
shares of Common Stock issued and outstanding, and no shares held
by Registrant as treasury stock.  There are no other shares of
capital stock of Registrant authorized, issued, or outstanding.

     Common Stock

     The holders of Common Stock are entitled to share ratably in
dividends when and if declared by Registrant's Board of Directors
from funds legally available therefor.  Declaration and payment
of cash dividends by Registrant depends primarily upon dividend
payments by The First National Bank of Jermyn ("FNBJ") and NBO
National Bank ("NBO"), the Registrant's wholly-owned banking
subsidiaries, which are Registrant's primary source of revenue
and cash flow.  Registrant is a legal entity separate and
distinct from its subsidiaries.  Accordingly, the right of
Registrant, and consequently the right of creditors and
shareholders of Registrant, to participate in any distribution of
the assets or earnings of any subsidiary is necessarily subject
to the prior claims of creditors of the subsidiary, except to the
extent that claims of Registrant in its capacity as a creditor
may be recognized.

     FNBJ and NBO will be permitted to pay cash dividends
sufficient to fund any dividend by Registrant subject to
applicable regulatory restrictions.

     The holders of shares of Common Stock possess exclusive
voting rights in Registrant.  Each holder of shares of Common
Stock will be entitled to one vote for each share held on matters
upon which shareholders have the right to vote.  Registrant's
shareholders are not entitled to cumulate votes in the election
of directors.

     Registrant's Board of Directors is divided into three
classes, each serving three-year terms, so that approximately
one-third of the directors of Registrant are elected at each
annual meeting of shareholders of Registrant.  Classification of
the Registrant's Board of Directors has the effect of decreasing
the number of directors that could be elected in a single year by
any person who seeks to elect its designees to a majority of the
seats on the Registrant's Board of Directors and thereby could
impede a change in control of Registrant.

     The holders of Common Stock have no preemptive rights to
acquire any additional shares of Registrant.  In addition, the
Common Stock is not subject to redemption.

     Registrant's Restated Articles of Incorporation authorize
the Registrant's Board of Directors to issue authorized shares of
Common Stock without shareholder approval.  The Common Stock is
not listed or traded on a recognized securities exchange and is
inactively traded.

     In the event of liquidation, dissolution, or winding-up of
Registrant, whether voluntary or involuntary, holders of Common
Stock will be entitled to share ratably in any of its assets or
funds that are available for distribution to its shareholders
after the satisfaction of its liabilities (or after adequate
provision is made therefor).

     Special Charter and Pennsylvania Corporate Law Provisions

     Registrant's Restated Articles of Incorporation and Restated
Bylaws contain certain provisions which may have the effect of
deterring or discouraging, among other things, a non-negotiated
tender or exchange offer for Registrant stock, a proxy contest
for control of Registrant, the assumption of control of
Registrant by a holder of a large block of Registrant stock and
the removal of Registrant's management.  These provisions: 
(1) divide  Registrant's Board of Directors into three classes
serving staggered three-year terms; (2) require a supermajority
vote of directors (80% until January 1, 2004 and 66-2/3%
thereafter to increase the size of any class of the
Board of Directors); (3) require a supermajority vote of
directors and shareholders (80% of directors and 80% of
shareholders until January 1, 2004 and 66-23/% of directors and
66-2/3% of shareholders thereafter) to approve certain mergers,
asset sales and similar transactions if the transaction is not
approved, in advance, unanimously by Registrant's Board or if the
transaction is not approved, in advance, unanimously by the
Registrant Board of Directors; (4) prohibit shareholders' actions
without a meeting; (5) require any person or group who or which
becomes the beneficial owner of 25% or more of the outstanding
shares of the Common Stock to offer to purchase all other
outstanding shares of such Common Stock for cash at a price equal
to the highest price paid by such person or group for any such
shares of Common Stock or, if the Board of Directors so elects,
at fair market value determined by an investment banking firm
selected by the Board of Directors; (6) require a supermajority
vote of shareholders and directors to approve the repeal of
amendment of certain provisions of the Restated Articles of
Incorporation and Restated Bylaws; (7) eliminate cumulative
voting in elections of directors; (8) require a supermajority
vote of directors to take certain actions which might result in a
change in control of Registrant; and (8) require advance notice
of nominations for the election of directors and the presentation
of shareholder proposals at meetings of shareholders.

     The Pennsylvania Business Corporation law of 1988, as
amended (the "Pennsylvania BCL"), also contains certain
provisions applicable to Registrant which may have the effect of
impeding a change in control of Registrant.  These provisions,
among other things:  (1) prohibit for five years, subject to
certain exceptions, a "business combination" (which includes a
merger or consolidation of the corporation or a sale, lease, or
exchange of assets) with a shareholder or group of shareholders
beneficially owning 20% or more of a public corporation's voting
power; (2) require disgorgement by any person or group who or
which has acquired or publicly disclosed an intent to acquire 20%
or more of a public corporation's voting power of any profit
realized from the sale of any shares acquired within specified
time periods of such acquisition or disclosure if the shares are
sold within eighteen months thereafter; and (3) generally
prohibit a person or group who or which exceeds certain stock
ownership thresholds (20%, 33-1/3% and 50%) for the first time
from voting the "control shares" (i.e., the shares owned in
excess of the applicable threshold) unless voting rights are
restored by a vote of disinterested shareholders.

     In 1990, Pennsylvania adopted legislation further amending
the Pennsylvania BCL.  To the extent applicable to Registrant at
the present time, this legislation generally:  (1) expands the
factors and groups (including shareholders) which Registrant's
Board of Directors can consider in determining whether a certain
action is in the best interests of the corporation; (2) provides
that Registrant's Board of Directors need not consider the
interests of any particular group as dominant or controlling;
(3) provides that Registrant's directors, in order to satisfy the
presumption that they have acted in the best interests of the
corporation, need not satisfy any greater obligation or
higher burden of proof with respect to actions relating to an
acquisition or potential acquisition of control; (4) provides
that actions relating to acquisitions of control that are
approved by a majority of "disinterested directors" are presumed
to satisfy the directors' standard, unless it is proven by clear
and convincing evidence that the directors did not assent to such
action in good faith after reasonable investigation; and
(5) provides that the fiduciary duty of Registrant's directors is
solely to the corporation and may be enforced by the corporation
or by a shareholder in a derivative action, but not by a
shareholder directly.

     The 1990 amendments to the Pennsylvania BCL explicitly
provide that the fiduciary duty of directors shall not be deemed
to require directors (1) to redeem any rights under, or to modify
or render inapplicable, any shareholder rights plan; (2) to
render inapplicable, or make determinations under, provisions of
the Pennsylvania BCL relating to control transactions, business
combinations, control-share acquisitions, or disgorgement by
certain controlling shareholders following attempts to acquire
control; or (3) to act as the board of directors, a committee of
the board or an individual director solely because of the effect
such action might have on an acquisition or potential or proposed
acquisition of control of the corporation or the consideration
that might be offered or paid to shareholders in such an
acquisition.  One of the effects of the 1990 fiduciary duty
statutory provisions may be to make it more difficult for a
shareholder to successfully challenge the actions of Registrant's
Board of Directors in a potential change in control context. 
Pennsylvania case law appears to provide that the fiduciary duty
standard under the 1990 amendments to the Pennsylvania BCL grants
directors the statutory authority to reject or refuse to consider
any potential or proposed acquisition of the corporation.

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 Restated 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       Restated Articles of Incorporation of Registrant. 
               (Incorporated by reference to Exhibit 99.1 to
               Registrant's Current Report on Form 8-K dated
               July 9, 1998.)

     4.2       Restated Bylaws of Registrant.  (Incorporated by
               reference to Exhibit 99.2 to Registrant's Current
               Report on Form 8-K dated July 9, 1998.)

     4.3       Upper Valley Bancorp, Inc. 1995 Employee Stock
               Option Plan.

     5.        Opinion of Stevens & Lee.

     23.1      Consent of KPMG Peat Marwick, LLP, 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 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.

          (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 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
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 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 7
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 Jermyn, Pennsylvania, on August 18, 1998.

                              FIRST LIBERTY BANK CORP.

                              By/s/ William M. Davis          
                                   William M. Davis, President
                                   and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints William M.
Davis, Steven R. Tokach, Donald R. Gibbs, and David W. Swartz,
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 8
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/ William M. Davis           President          August 18, 1998
William M. Davis               and Chief Executive
                               Officer (Principal
                               Executive Officer)

                               Chief Financial    August __, 1998
Donald J. Gibbs                and Accounting Officer

                               Director           August __, 1998
Michael A. Barbetti

/s/ Edmund J. Biancarelli      Director           August 26, 1998
Edmund J. Biancarelli

/s/ Joseph P. Coviello         Director           August 26, 1998
Joseph P. Coviello

/s/ David M. Epstein           Director           August 25, 1998
David M. Epstein

                               Director           August __, 1998
Fred J. Gentile

/s/ Harold S. Kaplan           Director           August 25, 1998
Harold S. Kaplan

/s/ Robert T. Kelly            Director           August 26, 1998
Robert T. Kelly

/s/ Kuzma Leschak, Jr.         Director           August 26, 1998
Kuzma Leschak, Jr.

/s/ Harold T. McGovern         Director           August 26, 1998
Harold T. McGovern

/s/ I. Leo Moskowvitz          Director           August 26, 1998
I. Leo Moskowvitz

/s/William K. Nasser, Jr.      Director           August 25, 1998
William K. Nasser, Jr.

/s/ Peter A. Sabia             Director           August 26, 1998
Peter A. Sabia

/s/ Thomas G. Speicher         Director           August 26, 1998
Thomas G. Speicher

/s/ Garfield G. Thomas         Director           August 26, 1998
Garfield G. Thomas
/s/ Steven R. Tokach           Director           August 26, 1998
Steven R. Tokach

                               Director           August __, 1998
Norman E. Woodworth
  PAGE 10
EXHIBIT INDEX

     4.1       Restated Articles of Incorporation of Registrant. 
               (Incorporated by reference to Exhibit 99.1 to
               Registrant's Current Report on Form 8-K dated
               July 9, 1998.)

     4.2       Restated Bylaws of Registrant.  (Incorporated by
               reference to Exhibit 99.2 to Registrant's Current
               Report on Form 8-K dated July 9, 1998.)

     4.3       Upper Valley Bancorp, Inc. 1995 Employee Stock
               Option Plan.

     5.        Opinion of Stevens & Lee.

     23.1      Consent of KPMG Peat Marwick, LLP, 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).