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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                     ----------------------------------  

                               FORM 10-Q/A

/X/ Amendment to quarterly report pursuant to Section 13 or 15(d) of the 
    Securities Exchange Act of 1934.

    For the quarterly period ended March 31, 1995.

                        COMMISSION FILE NUMBER 0-15839
                        ------------------------------

                            EMPIRE BANC CORPORATION
           (Exact name of registrant as specified in its charter)

                                   MICHIGAN
       (State or other jurisdiction of incorporation or organization)

                             1227 E. FRONT STREET
                           TRAVERSE CITY, MICHIGAN
                  (Address of principal executive offices)  
                          
                                  38-2727982             
                      (IRS Employer Identification Number)

                                     49686
                                   (Zip code)
        
                                (616) 922-2111
             (Registrant's telephone number, including area code)
 
                                NOT APPLICABLE
    (Former name, address and fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months, and (2) has been subject to such 
filing requirements for the past 90 days.

                     Yes  X                       No

The number of shares outstanding of each of the issuer's classes of common 
stock was 1,304,302 shares of common stock, par value $5, outstanding as of 
March 31, 1995.

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EMPIRE BANC CORPORATION

PART II - OTHER INFORMATION

Item 4.  Submission of matters to a vote of security holders

         None

Item 6.  Exhibits and Reports on Form 8-K.

         (a)  Exhibits - Exhibit 27 (Financial Data Schedule) is included
              as a separate document titled EX-27.    

              Bylaws of Empire Banc Corporation filed as Exhibit (3) to the
              Registrant's Current Report Form 8-K dated January 26, 1995.

         (b)  Reports on Form 8-K.

              A Current Report on Form 8-K dated January 26, 1995 was filed
              on February 1, 1995 reporting amendments to the Registrant's
              Bylaws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    EMPIRE BANC CORPORATION
                                    -----------------------
                                         (Registrant)     

                                 
Date:  June 26, 1995                 \s\ Robert L. Israel
                                    --------------------------------------
                                    Robert L. Israel
                                    President & Chief Operating Officer 

Date:  June 26, 1995                 \s\ William T. Fitzgerald, Jr.
                                    --------------------------------------   
                                    William T. Fitzgerald, Jr.
                                    Secretary, Treasurer & 
                                    Chief Financial Officer