As filed with the Securities and Exchange Commission on June 26,
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, PA           19601       
       (Address of Principal Executive Offices) (Zip Code)
                                
        Main Street Bancorp, Inc. 1989 Stock Option Plan
                    (Full title of the Plan)
                                
Nelson R. Oswald, Chairman    Jeffrey P. Waldron, Esquire
and Chief Executive Officer   Stevens & Lee
Main Street Bancorp, Inc.     One Glenhardie Corporate Center
601 Penn Street               1275 Drummers Lane, Suite 202
Reading, Pennsylvania 19601   Wayne, Pennsylvania  19087-0236
(610) 685-1400                (610) 478-2000                     
 (Names, addresses and telephone numbers of agents for service)

              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(1) Per Unit(2)   Price        Fee    
Common Stock     26,741 shares  $26.125  $698,608.63    $223.00
$1.00 par value
 per share                                                        

(1)  Based upon the maximum number of shares of the Registrant's
     common stock issuable under the Main Street Bancorp, Inc.
     1989 Stock Option Plan.
(2)  Estimated solely for purposes of calculating the
     registration fee.  Calculated in accordance with Rule 457,
     on the basis of the closing price of the Registrant's common
     stock as reported on the Nasdaq Stock Market as of June 23,
     1998. 
                                        Total Number of Pages: 11
                                        Exhibit Index on Page:  8
<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
          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 Company 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 of such documents.

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 
<PAGE 1> 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 Company 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 Company.

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 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. 1989 Stock Option Plan
               incorporated herein by reference to Exhibit 10.7
               to Registration Statement No. 33-76748 on Form SB-
               2 of a predecessor of the Registrant.

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 
<PAGE 2> 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 
<PAGE 3> 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 4
<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 this 23rd day of June, 1998. 

                              MAIN STREET BANCORP, INC.


                              By:/s/ Nelson R. Oswald         
                                 Nelson R. Oswald, Chairman
                                 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, 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.

          Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities 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  <PAGE 5>
                            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 __, 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 6
<PAGE>
                          EXHIBIT INDEX





Exhibits                                          Page Number in
                                                  Manually Signed
                                                     Original    

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               9
     common stock being registered.

23.1 Consent of Beard & Company, Inc., independent          11
     auditors.

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

99.1 Main Street Bancorp, Inc. 1989 Stock Option
     Plan incorporated herein by reference to 
     Exhibit 10.7 to Registration Statement 
     No. 33-76748 on Form SB-2 of a predecessor 
     of the Registrant.  <PAGE 7>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15707}]
{"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": "333-57841", "film-number": "98655160"}, "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. 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, PA           19601       
       (Address of Principal Executive Offices) (Zip Code)
                                
        Main Street Bancorp, Inc. 1989 Stock Option Plan
                    (Full title of the Plan)
                                
Nelson R. Oswald, Chairman    Jeffrey P. Waldron, Esquire
and Chief Executive Officer   Stevens & Lee
Main Street Bancorp, Inc.     One Glenhardie Corporate Center
601 Penn Street               1275 Drummers Lane, Suite 202
Reading, Pennsylvania 19601   Wayne, Pennsylvania  19087-0236
(610) 685-1400                (610) 478-2000                     
 (Names, addresses and telephone numbers of agents for service)

              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(1) Per Unit(2)   Price        Fee    
Common Stock     26,741 shares  $26.125  $698,608.63    $223.00
$1.00 par value
 per share                                                        

(1)  Based upon the maximum number of shares of the Registrant's
     common stock issuable under the Main Street Bancorp, Inc.
     1989 Stock Option Plan.
(2)  Estimated solely for purposes of calculating the
     registration fee.  Calculated in accordance with Rule 457,
     on the basis of the closing price of the Registrant's common
     stock as reported on the Nasdaq Stock Market as of June 23,
     1998. 
                                        Total Number of Pages: 11
                                        Exhibit Index on Page:  8
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
          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 Company 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 of such documents.

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 Company 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 Company.

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 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. 1989 Stock Option Plan
               incorporated herein by reference to Exhibit 10.7
               to Registration Statement No. 33-76748 on Form SB-
               2 of a predecessor of the Registrant.

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 4
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 this 23rd day of June, 1998. 

                              MAIN STREET BANCORP, INC.

                              By:/s/ Nelson R. Oswald         
                                 Nelson R. Oswald, Chairman
                                 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, 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.

          Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities 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. 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 __, 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 6
EXHIBIT INDEX

Exhibits                                          Page Number in
                                                  Manually Signed
                                                     Original    

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               9
     common stock being registered.

23.1 Consent of Beard & Company, Inc., independent          11
     auditors.

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

99.1 Main Street Bancorp, Inc. 1989 Stock Option
     Plan incorporated herein by reference to 
     Exhibit 10.7 to Registration Statement 
     No. 33-76748 on Form SB-2 of a predecessor 
     of the Registrant.