As filed with the Securities and Exchange Commission on June 26,
1998

Registration No. ______
                                                                 

               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 Number)
          601 Penn Street, Reading, PA           19601      
       (Address of Principal Executive Offices) (Zip Code)
                        _________________

       MAIN STREET BANCORP, INC. 1995 STOCK INCENTIVE PLAN
                    (Full Title of the Plan)

Nelson R. Oswald              Jeffrey P. Waldron, Esquire
Chairman and                  Stevens & Lee
  Chief Executive Officer     One Glenhardie Corporate Center
Main Street Bancorp, Inc.     1275 Drummers Lane
601 Penn Street               P.O. Box 236
Reading, PA 19601             Wayne, PA  19087
(610) 685-1400                (610) 293-4961
                                                                 
 (Names, Addresses and Telephone Numbers of Agents for Service)
  PAGE 1
<PAGE>
                 CALCULATION OF REGISTRATION FEE                 
<TABLE>
<CAPTION>
                                       Proposed      Proposed
                                       Maximum       Maximum
    Title of                           Offering      Aggregate     Amount of
   Securities        Amount to be        Price       Offering     Registration
to be Registered      Registered      Per Share(1)     Price           Fee    
<S>                  <C>              <C>            <C>          <C>
Common Stock,        200,025 shares      $26.125     $5,225,653.10   $1,584
 par value $1.00
 per share
</TABLE>
                                                                 

(1)Estimated solely for the purposes of calculating the amount of
the registration fee, pursuant to Rule 457, on the basis of the
closing price of Main Street Bancorp, Inc. common stock on
June 23, 1998.
  PAGE 2
<PAGE>
                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents have been filed by Main Street
Bancorp, Inc. (the "Registrant") with the Securities and Exchange
Commission ("SEC") and are incorporated herein by reference:

     (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
          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 which 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 such documents.

     Any statement contained in a document incorporated or deemed
to be 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
incorporated document 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.

ITEM 4.  DESCRIPTION OF SECURITIES

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

          Not applicable.
  <PAGE 3>
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
or failure to perform constitutes self-dealing, willful
misconduct or recklessness.

          The bylaws of the Registrant provide for
(1) indemnification of directors, officers, employees and agents
of the registrant 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.  INCORPORATION OF DOCUMENTS BY REFERENCE

          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 of the Registrant.

          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
               of the Registrant.

          5.1  Opinion of Stevens & Lee re:  legality of common
               stock being registered.

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

          24.  Power of Attorney (included on signature page).

          99.1 Main Street Bancorp, Inc. 1995 Stock Incentive
               Plan.
  <PAGE 4>
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.

               (4)  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.

               (5)  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 
<PAGE 5> 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 6
<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



                        POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Nelson R.
Oswald, Allen E. Kiefer, and Jeffrey P. Waldron, Esquire, and
each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including
post-effective amendments) to the Registration Statement to which
this power of attorney is attached, and to file all those
amendments and all exhibits to them and other documents to be
filed in connection with them, with the Securities and Exchange
Commission, granting unto such attorneys-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.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated
below.
  <PAGE 7>
Signature                         Title                Date

/s/ Nelson R. Oswald        Chairman and            June 23, 1998
Nelson R. Oswald            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. Fenstermacher Director                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 23, 1998
Wesley R. Pace

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

/s/ Joseph Schlitzer        Director                June 23, 1998
Joseph Schlitzer
  <PAGE 8>
/s/ Albert L. Evans, Jr.    Director                June 23, 1998
Albert L. Evans, Jr.
  PAGE 9
<PAGE>
                        INDEX TO EXHIBITS

                                                  Sequential
Exhibit No.         Exhibit                       Page Number

4.1  Articles of Incorporation of Main Street
     Bancorp, Inc. incorporated herein by
     reference to Exhibit 3.1 of the Registration
     Statement No. 333-44697 on Form S-4 of the
     Registrant.

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 of the Registrant.

5.1  Opinion of Stevens & Lee re:  legality of
     common stock being registered.

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

24.  Power of Attorney (included on signature
     page).

99.1 Main Street Bancorp, Inc. 1995 Stock
     Incentive Plan.  <PAGE 10>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15847}]
{"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": "333-57803", "film-number": "98654869"}, "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 26,
1998

Registration No. ______
                                                                 

               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 Number)
          601 Penn Street, Reading, PA           19601      
       (Address of Principal Executive Offices) (Zip Code)
                        _________________

       MAIN STREET BANCORP, INC. 1995 STOCK INCENTIVE PLAN
                    (Full Title of the Plan)

Nelson R. Oswald              Jeffrey P. Waldron, Esquire
Chairman and                  Stevens & Lee
  Chief Executive Officer     One Glenhardie Corporate Center
Main Street Bancorp, Inc.     1275 Drummers Lane
601 Penn Street               P.O. Box 236
Reading, PA 19601             Wayne, PA  19087
(610) 685-1400                (610) 293-4961
                                                                 
 (Names, Addresses and Telephone Numbers of Agents for Service)
  PAGE 1
CALCULATION OF REGISTRATION FEE
Proposed      Proposed
                                       Maximum       Maximum
    Title of                           Offering      Aggregate     Amount of
   Securities        Amount to be        Price       Offering     Registration
to be Registered      Registered      Per Share(1)     Price           Fee
Common Stock,        200,025 shares      $26.125     $5,225,653.10   $1,584
 par value $1.00
 per share
(1)Estimated solely for the purposes of calculating the amount of
the registration fee, pursuant to Rule 457, on the basis of the
closing price of Main Street Bancorp, Inc. common stock on
June 23, 1998.
  PAGE 2
PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents have been filed by Main Street
Bancorp, Inc. (the "Registrant") with the Securities and Exchange
Commission ("SEC") and are incorporated herein by reference:

     (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
          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 which 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 such documents.

     Any statement contained in a document incorporated or deemed
to be 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
incorporated document 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.

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
or failure to perform constitutes self-dealing, willful
misconduct or recklessness.

          The bylaws of the Registrant provide for
(1) indemnification of directors, officers, employees and agents
of the registrant 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.  INCORPORATION OF DOCUMENTS BY REFERENCE

          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 of the Registrant.

          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
               of the Registrant.

          5.1  Opinion of Stevens & Lee re:  legality of common
               stock being registered.

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

          24.  Power of Attorney (included on signature page).

          99.1 Main Street Bancorp, Inc. 1995 Stock Incentive
               Plan.
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.

               (4)  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.

               (5)  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 6
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

                        POWER OF ATTORNEY

          KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Nelson R.
Oswald, Allen E. Kiefer, and Jeffrey P. Waldron, Esquire, and
each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for such
person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments (including
post-effective amendments) to the Registration Statement to which
this power of attorney is attached, and to file all those
amendments and all exhibits to them and other documents to be
filed in connection with them, with the Securities and Exchange
Commission, granting unto such attorneys-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.

     Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities and on the date indicated
below.
Signature                         Title                Date

/s/ Nelson R. Oswald        Chairman and            June 23, 1998
Nelson R. Oswald            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. Fenstermacher Director                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 23, 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 9
INDEX TO EXHIBITS

                                                  Sequential
Exhibit No.         Exhibit                       Page Number

4.1  Articles of Incorporation of Main Street
     Bancorp, Inc. incorporated herein by
     reference to Exhibit 3.1 of the Registration
     Statement No. 333-44697 on Form S-4 of the
     Registrant.

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 of the Registrant.

5.1  Opinion of Stevens & Lee re:  legality of
     common stock being registered.

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

24.  Power of Attorney (included on signature
     page).

99.1 Main Street Bancorp, Inc. 1995 Stock
     Incentive Plan.