Exhibit 5.1



                         August 24, 1998



Board of Directors
Patriot Bank Corp.
High & Hanover Streets
P.O. Box 1090 
Pottstown, Pennsylvania 19464

Re:  Patriot Bank Corp. Employee Stock Purchase Plan

Gentlemen:

     You have asked us to provide you with our opinion whether
the 250,000 shares of common stock, par value $0.01 per share
(the "Common Stock"), of Patriot Bank Corp. (the "Company")
issuable from time to time pursuant to options granted under the
Patriot Bank Corp. Employee Stock Purchase Plan (the "Plan"),
when and if such shares are issued pursuant to and in accordance
with the Plan, will be duly and validly issued, fully paid and
nonassessable.  We, as counsel to the Company, have reviewed:

     1.   The Pennsylvania Business Corporation Law of 1988, as
          amended;

     2.   The Articles of Incorporation of the Company;

     3.   The By-laws of the Company; and

     4.   The Resolutions of the Board of Directors of the
          Company adopted on December 18, 1997 and August 20,
          1998 as certified by the Corporate Secretary of the
          Company.

     Based on our review of such documents, it is our opinion
that the Common Stock issuable upon the exercise of options
granted under the Plan, when and as issued and paid for in
accordance with the provisions of the Plan, will be duly and
validly issued, fully paid and nonassessable.  In giving the
foregoing opinion, we have assumed that the Company will have, at
the time of the issuance of such Common Stock, a sufficient
number of authorized shares available for issue.

     We consent to the filing of this opinion as an exhibit to
the registration statement the Company is filing today in
connection with the registration of 250,000 shares of the
Company's Common Stock, and to the reference to us under the
heading "legal matters" in the related Prospectus.  In giving
this consent, we do not thereby admit that we come within the
category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the Rules and
Regulations of the Securities and Exchange Commission thereunder.

                              Very truly yours

                              /s/Stevens & Lee

                              Stevens & Lee