SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                  FORM 10-Q

             [X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934.

                For the quarterly period ended March 31, 1996

           [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                     THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________       
    

Commission file number 33-60230

                               Albion Banc Corp.                
             (Exact name of registrant as specified in its charter)

       Delaware                                                 16-1435160  
 
(State or other jurisdiction                                (IRS Employer
of incorporation or organization                            Identification
No.)

48 North Main Street, Albion, New York                           14411-0396
(Address of principal executive offices)                         (Zip Code)

                 (716) 589-5501                   
(Registrants telephone number, including area code)


___________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report.)

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

X Yes   No
                    APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as ot the latest practicable date.

          Class                              Outstanding as of May 8, 1996
Common Stock, $.01 par value                         258,714 shares






PART II - OTHER INFORMATION


Item 1.      Legal proceedings

             Periodically, there have been various claims and lawsuits
             involving the Company, mainly as a defendant, such as claims
             to enforce liens, condemnation proceedings on properties in
             which the Company holds security interests, claims involving
             the making and servicing of real property loans and other
             issues incident to the Company's business.  The Company is not
             a party to any pending legal proceedings that it believes
             would have a material adverse effect on the financial
             condition or operation of the Company.

Item 2.      Changes in Securities

             None

Item 3.      Defaults Upon Senior Securities

             None

Item 4.      Submission of Matters to a Vote of Security-Holders

             None

Item 5.      Other Information

             None

Item 6.      Exhibits and Reports on Form 8-K

             Exhibit 27 - Financial Data Schedule





                                 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 therunto duly authorized.

                              Albion Banc Corp.
                                (Registrant)



Dated: May 10, 1996                               \s\Jeff S Rheinwald
                                                  Jeffrey S. Rheinwald
                                                  President and C.E.O.



Dated: May 10, 1996                               \s\Mark F. Reed          
                                                  Mark F. Reed
                                                  Vice President and C.F.O.