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 September 30, 1996 or

( ) 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 0-17494

                         DIME FINANCIAL CORPORATION
           (Exact name of registrant as specified in its charter)


          Connecticut                               06-1237470
(State or other jurisdiction of       (I.R.S.  Employer Identification No.)
 incorporation or organization)

    95 Barnes Road, Wallingford, Connecticut               06492
    (address of principal executive offices)             (zip code)

Registrant's telephone number, including area code:  (203) 269-8881

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 (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.

                    YES     X            NO 

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

Common Stock - $1.00 par value; 5,129,289 shares were outstanding as of 
October 31, 1996.

The total number of pages in this report is 26
Exhibit Index is on page 22

                  DIME FINANCIAL CORPORATION AND SUBSIDIARY

                                    INDEX

Part I     Financial Information                                        Page No.

  Item 1.  Financial Statements

           Consolidated Statements of Condition
            September 30, 1996 and 1995 (unaudited)
            and December 31, 1995.                                         3.

           Consolidated Statements of Operations
            Three months ended September 30, 1996 and 1995 (unaudited)
            and nine months ended September 30, 1996 and 1995 (unaudited)  3.

           Selected Financial Highlights                                   3.

           Consolidated Statement of Changes in Shareholders' Equity       4.

           Consolidated Statements of Cash Flows
            Nine months ended September 30, 1996 and 1995 (unaudited)      5.

           Notes to Consolidated Financial Statements (unaudited)         6-10.

  Item 2.  Management's Discussion and Analysis of Financial Condition	
            and Results of Operations                                    11-19.

Part II    Other Information

  Item 6.  Exhibits and Reports on Form 8-K                               20.

Signatures                                                                21.

Exhibit Index                                                             22.

Part I. - FINANCIAL INFORMATION

  Item 1.  Financial Statements

The registrant incorporates herein by reference the following information 
from its Quarterly Report to Shareholders for the quarters ended September 
30, 1996 and 1995, filed as Exhibit 19 hereto:

      Consolidated Statements of Condition

      Consolidated Statements of Operations

      Selected Financial Highlights

                  Dime Financial Corporation and Subisdiary 
          Consolidated Statement of Changes in Shareholders' Equity 
                    Nine Months Ended September 30, 1996 
 


                                                                       Net Unrealized 
                                                                           Gain on 
                                               Additional   Retained      Available 
                                      Common    Paid-in     Earnings      for Sale     Treasury   
(dollars in thousands)                Stock     Capital     (Deficit)    Securities      Stock     Total
- ---------------------------------------------------------------------------------------------------------

                                                                                
Balance at December 31, 1995          $5,374     $51,117    ($2,166)       $  241      ($2,898)   $51,668 
  Net Income                                                  9,068                                 9,068 
  Options Exercised                      107       1,092      1,199 
  Dividends Paid                                             (1,109)                               (1,109) 
  Change in net unrealized gain 
   on securities available for sale                                        (1,409)                 (1,409)
                                      -------------------------------------------------------------------
Balance at September 30, 1996         $5,481     $52,209     $5,793       ($1,168)     ($2,898)   $59,417
                                      ===================================================================

 
Item 1 (cont'd)   DIME FINANCIAL CORPORATION AND SUBSIDIARY
                    Consolidated Statements of Cash Flows
          Nine months ended September 30, 1996 and 1995 (unaudited)



      (Dollars in thousands)                                 1996        1995
                                                           -------------------
                                                                 
Cash flows from operating activities:
  Net income (loss)                                        $  9,068    $ 3,365
    Adjustments to reconcile net income to net
     cash provided by operating activities:
      Provision for loan losses                               1,750      6,700
      Depreciation and amortization                             755      1,126
      Amortization/(Accretion) investments, net                (460)       184
      Amortization of intangible assets                         263        262
      Amortization of net deferred loan fees                    (46)      (124)
      Gain on investment securities                            (203)      (298)
      Deferred income tax benefit                                --     (2,000)
      Gains on sale of other real estate owned                 (486)    (1,247)
      Increase in accrued income receivable                    (744)      (747)
      Decrease in other assets                                1,288      1,668
      Increase in other liabilities                              46      1,107
                                                           -------------------
        Net cash provided by operating activities            11,231      9,996
                                                           -------------------

Cash flows from investing activities:
  Available for sale investment securities:
    Proceeds from sale of investment securities               4,076      4,660
    Investment securities purchased                         (19,745)        --
    Proceeds from principal payments                          1,431         --
    Proceeds from maturity of investment securities              --      4,000
  Held to maturity investment securities:
    Investment securities purchased                         (60,680)   (42,849)
    Proceeds from maturity of investment securities          22,000     31,599
  Available for sale mortgage-backed securities:
    Mortgage-backed securities purchased                   (115,690)   (10,120)
    Proceeds from principal payments                          8,915        326
    Proceeds from sale of mortgage-backed securities         62,604         --
  Held to maturity mortgage-backed securities:
    Mortgage-backed securities purchased                         --    (46,459)
    Proceeds from principal payments                             --      2,057
  Net decrease in loans                                      40,905     27,693
  Proceeds from sale of loans                                 1,326         --
  Purchase of premises and equipment                           (349)      (176)
  Proceeds from sale of bank-owned buildings                    245         --
  Proceeds from sale of other real estate owned               1,870      3,618
                                                           -------------------
        Net cash used by investing activities               (53,092)   (25,651)
                                                           -------------------

Cash flows from financing activities:
  Net increase in deposits                                   25,719     (7,154)
  Payments of FHLBB advances                                     --     (2,000)
  Proceeds from exercise of DFC stock options                 1,086        126
  Payments of cash dividends                                 (1,115)        --
                                                           -------------------
        Net cash provided (used) by financing activities     25,690     (9,028)
                                                           -------------------
Net decrease in cash and cash equivalents                   (16,171)   (24,683)
Cash and cash equivalents at beginning of period             35,489     49,960
                                                           -------------------
Cash and cash equivalents at end of period                 $ 19,318    $25,277
                                                           ===================


Item 1 (cont'd)
                  DIME FINANCIAL CORPORATION AND SUBSIDIARY
                 Notes to Consolidated Financial Statements
                       September 30, 1996 (unaudited)

1.  BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements should be read 
in conjunction with the audited financial statements and notes thereto 
included in Dime Financial Corporation's 1995 Annual Report and Proxy 
Statement dated March 8, 1996.  In the opinion of management, the 
accompanying consolidated financial statements reflect all necessary 
adjustments, consisting of normal recurring accruals for a fair presentation 
of results as of the dates and for the periods covered by the consolidated 
financial statements.  The results of operations of the interim period may 
not be indicative of results for the entire 1996 fiscal year.

2.  EARNINGS PER SHARE

The calculation of earnings per share is based on the weighted average 
number of common shares outstanding during the periods presented as follows:




(dollars in thousands, except share data)   Three Months Ended   Nine Months Ended
                                            9/30/96   9/30/95    9/30/96   9/30/95
                                            --------------------------------------

                                                               
Net income                                  $3,169    $2,120     $9,068    $3,365
=================================================================================

Weighted Average
Common Shares Outstanding                    5,125     5,011      5,069     5,001

Earnings per share                           $0.62     $0.42      $1.79     $0.67
=================================================================================


3.  INVESTMENT SECURITIES

The amortized cost, approximate market values, and maturity groupings of 
investment securities are as follows:




                                                   September 30, 1996    September 30, 1995 
                                                   -----------------------------------------
                                                   Amortized   Market    Amortized   Market 
(Dollars in Thousands)                             Cost        Value     Cost        Value
- --------------------------------------------------------------------------------------------
                                                                         
INVESTMENT SECURITIES AVAILABLE FOR SALE: 
Asset-backed securities 
  After 10 years                                     15,350     15,403      ----        ---- 
Domestic obligations: 
  After 5 but within 10 years                         3,000      2,997      ----        ---- 
Equity securities                                        12         12        12          12 
- --------------------------------------------------------------------------------------------
Total Investment Securities Available for Sale     $ 18,362   $ 18,412   $    12     $    12 
============================================================================================

INVESTMENT SECURITIES HELD TO MATURITY: 
U.S. treasury securities: 
  Within 1 year                                        ----       ----   $ 9,076     $ 9,032 
  After 1 but within 5 years                          2,435      2,435      ----        ---- 
  After 5 but within 10 years                         1,011      1,043     1,013       1,070 
- --------------------------------------------------------------------------------------------
    Total U.S. treasury securities                    3,446      3,478    10,089      10,102 
- --------------------------------------------------------------------------------------------
U.S. government agency obligations and 
 U.S government-sponsored agency obligations: 
  Within 1 year                                        ----       ----    12,994      13,000 
  After 1 but within 5 years                         50,837     50,426    29,876      29,953 
  After 5 but within 10 years                        36,351     35,197      ----        ----
- -------------------------------------------------------------------------------------------- 
    Total U.S. government agency obligations and
     U.S.government-sponsored agency oblig.          87,188     85,623    42,870      42,953
- -------------------------------------------------------------------------------------------- 
Domestic obligations: 
  Within 1 year                                        ----       ----     5,861       5,833 
- --------------------------------------------------------------------------------------------
Total Investment Securities Held to Maturity       $ 90,634   $ 89,101   $58,820     $58,888
============================================================================================ 

MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE: 
Mortgage-backed securities: 
  GNMA                                             $ 44,810   $ 44,350   $ 9,826     $ 9,879 
  FNMA                                                2,905      2,881      ----        ---- 
  FHLMC                                                 748        745      ----        ---- 
REMIC / CMO's                                        91,155     89,822      ----        ----
- -------------------------------------------------------------------------------------------- 
Total Mortgage-backed Sec. Available for Sale      $139,618   $137,798   $ 9,826     $ 9,879
============================================================================================ 

MORTGAGE-BACKED SECURITIES HELD TO MATURITY: 
Mortgage-backed securities: 
  GNMA                                                 ----       ----   $12,507     $12,478 
  FNMA                                                 ----       ----     1,186       1,208 
  FHLMC                                                ----       ----        46          46 
REMIC / CMO's                                          ----       ----    30,800      30,763
- -------------------------------------------------------------------------------------------- 
Total Mortgage-backed Sec. Held to Maturity            ----       ----   $44,539     $44,495
============================================================================================ 





                                                Sept. 30, 1996  Sept. 30, 1995 
                                                 ------------------------------
                                                                
INVESTMENT SECURITIES AVAILABLE FOR SALE: 
Gross unrealized gains                              $57                $-- 
Gross unrealized losses                              $7                $-- 

INVESTMENT SECURITIES HELD TO MATURITY: 
Gross unrealized gains                              $55               $145 
Gross unrealized losses                          $1,588                $77 

MORTGAGE-BACKED SECURITIES AVAILABLE FOR SALE: 
Gross unrealized gains                              $10                $56 
Gross unrealized losses                          $1,830                 $3 

MORTGAGE-BACKED SECURITIES HELD TO MATURITY: 
Gross unrealized gains                              $--                $79 
Gross unrealized losses                             $--               $123 



4.  ALLOWANCE FOR LOAN LOSSES

Changes in the allowance for loan losses are as follows:




                                                Nine Months Ended September 30,
                                                -------------------------------
                                                    1996             1995
                                                    ---------------------
                                                       (In Thousands)
                                                             
Balance at January 1,                             $ 12,779         $  9,326
Provision for loan losses                            1,750            6,700
Charge-offs                                         (2,036)          (2,544)
Recoveries                                           1,268              240
- ---------------------------------------------------------------------------
Balance at September 30,                          $  3,761         $ 13,722
===========================================================================

Average loans                                     $433,468         $498,719
Net charge-offs as a percentage of average loans      0.18%            0.46%
Non-performing loans                              $  6,052         $ 10,763
Allowance for loan losses as a percentage of
 non-performing loans                               227.36%          127.49%
Allowance for loan losses as a percentage of
 total loans                                          3.33%            2.86%





5.  NON-PERFORMING ASSETS                                September 30,
                                                       -----------------
                                                        1996      1995
                                                       -----------------
                                                         (In Thousands)
                                                           
Mortgage loans on real estate                          $5,118    $ 9,314
Commercial loans                                          659      1,151
Consumer loans                                            275        298
                                                       -----------------
  Total non-performing loans                            6,052     10,763
Other real estate owned, net                              825      1,649
                                                       -----------------
  Total non-performing assets                          $6,877    $12,412
                                                       =================

Non-performing loans as a percentage of total loans      1.47%      2.24%
Non-performing assets as a percentage of total assets    0.99%      1.96%


6.  IMPAIRED LOANS

Impaired loans are commercial, commercial real estate, non-owner occupied 
residential mortgage loans, and individually significant owner-occupied 
residential mortgage and consumer loans for which it is probable that the 
Company will not be able to collect all amounts due according to the 
contractual terms of the loan agreement. Owner occupied residential mortgage 
and consumer loans which are not individually significant are measured for 
impairment collectively.

The definition of "impaired loans" is not the same as the definition of 
"non-accrual loans".  Non-accrual loans include impaired loans and are those 
on which the accrual of interest is discontinued when collectibility of 
principal or interest is uncertain or payments of principal or interest have 
become contractually past due 90 days. The Company does not accrue income on 
loans that are past due 90 days or more except in the case of education 
loans which are conditionally guaranteed.  Education loans which were 90 
days or more past due at September 30, 1996 and in accrual status totalled 
$97,000.  The Company may choose to place a loan on non-accrual status while 
not classifying the loan as impaired if it is probable that the Company will 
collect all amounts due in accordance with the contractual terms of the 
loan.

Factors considered by management in determining impairment include payment 
status and collateral value. Loans that experience insignificant payment 
delays and insignificant shortfalls are not classified as impaired.  
Management determines the significance of payment delays and payment 
shortfalls on a case-by-case basis, taking into consideration all of the 
circumstances surrounding the loan and the borrower, including the length of 
delay, reasons for delay, the borrower's prior payment record, and the 
amount of the shortfall in relation to the total debt owed. The amount of 
impairment is generally determined by the difference between the fair value 
of underlying collateral securing the loan and the recorded amount of the 
loan.

Interest payments received from commercial mortgage loans, commercial 
business loans, and non-owner occupied residential investment mortgage loans 
which have been classified as impaired are generally applied to the carrying 
value of such loans. Interest payments received from loans which are 
classified as impaired, other than commercial loans, are generally 
recognized on a cash basis.

At September 30, 1996 impaired loans totalled $4.0 million with a related 
allowance of $695,000 compared with impaired loans at September 30, 1995 of 
$6.8 million with a related allowance of $913,000. Management believes that 
the valuation allowance for impaired loans at September 30, 1996 is 
adequate.

7.  FHLBB ADVANCES

      Federal Home Loan Bank of Boston advances consisted of the following:




                                                   September 30,
                                                  1996      1995
                                                -----------------
                                                  (In Thousands)

                                                    
          7.07% due 1996                             --    33,000
          7.16% due 1997                         25,000    25,000
          6.05% due 1998                         15,000        --
          6.29% due 1999                         10,000        --
          6.51% due 2000                          8,000        --
          -------------------------------------------------------
          Total FHLBB advances                  $58,000   $58,000
          =======================================================


Item 2:
                  DIME FINANCIAL CORPORATION AND SUBSIDIARY
              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS

GENERAL

Dime Financial Corporation of Wallingford, Connecticut (the "Company"), 
organized in 1988, is the parent company of one wholly-owned subsidiary, The 
Dime Savings Bank of Wallingford ("Dime") which was organized in 1871.  
Consolidated assets as of September 30, 1996 were $691.8 million.

The Company provides a full range of banking services to individual and 
corporate customers through its subsidiary, The Dime Savings Bank of 
Wallingford, which operates eleven retail banking offices in six contiguous 
communities within New Haven County, Connecticut. Products and services 
offered include a variety of savings, time, and checking products as well as 
numerous mortgage loans, consumer loans, and commercial loans. Deposits are 
insured by the Federal Deposit Insurance Corporation ("FDIC") up to certain 
limits under the law.

FINANCIAL CONDITION

The Company's earnings primarily depend upon the difference between the 
interest and dividend income earned on loans and investments and the 
interest expense paid on deposits and borrowed money ("net interest 
income"). The difference between the average interest rate earned on loans 
and investments and the average interest rate paid on deposits and 
borrowings ("net spread") is affected by economic factors influencing 
general interest rates, loan demand, the level of non-performing loans, and 
savings flows as well as the effects of competition for loans and deposits.  
Net income is also affected by gains and losses on investment securities 
transactions and other operating income such as service charges and fees 
offset by additions to the provision for loan losses, other operating 
expenses and income tax expense.

For the third quarter of 1996, the Company reported net income of $3.2 
million or $0.62 per share compared with net income of $2.1 million or $0.42 
per share for the quarter ended September 30, 1995.  Net income for the nine 
month period ended September 30, 1996 totalled $9.1 million or $1.79 per 
share compared with net income of $3.4 million or $0.67 per share for the 
nine month period ended September 30, 1995.  1996 results were affected 
primarily by a lower provision to the allowance for loan losses and a 
reduction in operating expenses, exclusive of OREO operations.

The provision to the allowance for loan losses totalled $450,000 for the 
quarter ended September 30, 1996 compared with a provision in the third 
quarter of 1995 of $1.4 million.  The provision to the allowance for loan 
losses for the nine months ended September 30, 1996 totalled $1.8 million 
compared with $6.7 million for the year earlier period.

Operating expenses, exclusive of the net cost of the operation of other real 
estate owned ("OREO operations"), totalled $3.2 million for the quarter 
ended September 30, 1996 compared with $3.6 million in the third quarter of 
1995. OREO operations may include gains or losses on the sale of OREO, 
writedowns of OREO, and expenses to operate and maintain OREO. OREO 
operations equalled a net expense of $67,000 for the quarter ended September 
30, 1996 compared with a net gain of $256,000 for the third quarter of 1995. 
Operating expenses, exclusive of OREO operations, for the nine month period 
ended September 30, 1996 were $10.8 million compared with $13.5 million for 
the nine month period ended September 30, 1995, representing a decrease of 
$2.7 million or 20%. OREO operations equalled a net gain of $223,000 for the 
nine months ended September 30, 1996 compared with a net gain of $432,000 
for the nine months ended September 30, 1995.

The decline in operating expenses during 1996 was primarily the result of a 
restructure program, first implemented during the second quarter of 1995, 
which significantly reduced the Company's workforce. In addition, the cost 
of FDIC insurance declined substantially due primarily to a general 
reduction in the assessment rate charged and an improvement in the risk 
rating of Dime.

Salaries and employee benefits decreased $168,000 or 9% and totalled $1.6 
million for the quarter ended September 30, 1996 compared with $1.8 million 
for the second quarter of 1995. Salaries and employee benefits for the nine 
month period ended September 30, 1996 totalled $5.0 million compared with 
$6.1 million for the first nine months of 1995 representing a decrease of 
over $1 million or 17%. The cost of FDIC insurance decreased to $500 for the 
quarter ended September 30, 1996 compared with $52,000 for the third quarter 
of 1995.  The cost of FDIC insurance for the nine month period ended 
September 30, 1996 totalled $79,000 compared with $808,000 for the nine 
month period ended September 30, 1996, representing a decrease of $729,000 
or 90%.

During 1996, the Company provided for only minimal income taxes as the 
result of tax loss carry-forwards available to offset regular Federal and 
State income taxes.  During the first three quarters of 1995, the company 
recognized $2.0 million of a deferred tax benefit as the result of improved 
earnings projections.  No deferred tax benefit was recognized during the 
first nine months of 1996.

Net interest income totalled $6.3 million for the quarter ended September 
30, 1996 representing a net interest rate spread of 3.20% and a net interest 
margin of 3.76% compared with net interest income of $6.3 million for the 
quarter ended September 30, 1995 which represented a net interest rate 
spread of 3.61% and a net interest margin of 4.11%. Net interest income for 
the nine month period ended September 30, 1996 totalled $19.6 million 
representing a net interest rate spread of 3.40% and a net interest margin 
of 3.94% compared with net interest income of $19.2 million for the nine 
months ended September 30, 1995 which represented a net interest rate spread 
of 3.73% and a net interest margin of 4.18%. The decrease in the interest 
rate spread and margin was due to the combination of a higher cost of 
deposits, a lower loan yield, and a greater volume of investment securities 
as a percentage of earning assets, which was partially offset by an 
increased yield on investment securities.

At September 30, 1996, the Company's allowance for loan losses was $13.8 
million or 227.36% of non-performing loans, 200.09% of non-performing 
assets, and 3.33% of total loans.  At December 31, 1995, the allowance for 
loan losses was $12.8 million, or 166.36% of non-performing loans, 140.48% 
of non-performing assets, and 2.80% of total loans.  At September 30, 1995, 
the allowance for loan losses was $13.7 million, or 127.49% of non-
performing loans, 110.56% of non-performing assets, and 2.86% of total 
loans.

At September 30, 1996, non-performing loans, totalled $6.1 million, or 1.47% 
of total loans, compared with $7.7 million, or 1.68% of total loans at 
December 31, 1995, and compared with $10.8 million, or 2.24% of total loans 
at September 30, 1995. Other real estate owned totalled $825,000 at 
September 30, 1996, compared with $1.4 million at December 31, 1995 and $1.6 
million at September 30, 1995.  Total non-performing assets, were $6.9 
million, or 0.99% of total assets at September 30, 1996, compared with $9.1 
million or 1.38% of total assets at December 31, 1995, and compared with 
$12.4 million or 1.96% of total assets at September 30, 1995.

Total loans decreased by $43.7 million, or nearly 10%, from $456.4 million 
at December 31, 1995 to $412.8 million at September 30, 1996 and decreased 
$67.4 million or 14% from $480.2 million at September 30, 1995. The decrease 
in total loans was due primarily to limited lending opportunities.

Deposits, including escrow deposits, increased $25.7 million, or nearly 5%, 
from $543.3 million at December 31, 1995 to $569.1 million at September 30, 
1996 and increased $48.3 million, or 9%, from September 30, 1995.

ASSET QUALITY

Loan review procedures exist to assess loan quality in addition to providing 
the Board and management with analysis to determine that the allowance for 
loan losses is sufficient given the risks inherent in the loan portfolio at 
a point in time. During the third quarter of 1996 the Company added $450,000 
to the allowance for loan losses compared with a provision of $1.4 million 
in the third quarter of 1995.  The provision to the allowance for loan 
losses for the nine months ended September 30, 1996 totalled $1.8 million 
compared with $6.7 million for the year earlier period. Net charge-offs for 
the quarter and nine months ended September 30, 1996 totalled $574,000 and 
$768,000, respectively compared with net charge-offs for the quarter and 
nine months ended September 30, 1995 of $1.2 million and $2.3 million, 
respectively.

Management has classified performing loans totalling $1.6 million at 
September 30, 1996 as substandard for internal purposes compared with $12.0 
million at September 30, 1995 and compared with $10.5 million at December 
31, 1995.  These loans are still performing and management does not have 
serious doubt as to their collectibility.

Under FDIC guidelines substandard loans are inadequately protected by the 
current sound worth and paying capacity of the obligor or of the collateral 
pledged, if any, and must have a well-defined weakness or weaknesses that 
jeopardize the liquidation of the debt.

Management continues to closely monitor the loan portfolio and the 
foreclosed properties of its subsidiary and to take appropriate action when 
necessary.  The table entitled "Allowance For Loan Losses," on page 8, 
indicates that at September 30, 1996 the balance in the allowance for loan 
losses represented 227.36% of non-performing loans and 3.33% of total loans.  
Management believes that the allowance for loan losses at September 30, 1996 
is adequate, based on the quality of the loan portfolio at that date.

LIQUIDITY AND ASSET / LIABILITY MANAGEMENT

The primary objective of asset / liability management is to maximize net 
interest income while ensuring adequate liquidity, monitoring proper credit 
risk and maintaining an appropriate balance between interest rate sensitive 
assets and interest rate sensitive liabilities. Interest rate sensitivity 
management seeks to minimize fluctuating net interest margins and to enhance 
consistent growth of net interest income through periods of changing 
interest rates. Liquidity management involves the ability to meet the cash 
flow requirements of the Company's loan and deposit customers.

The Company has an asset / liability committee ("ALCO") which meets weekly 
to discuss loan and deposit pricing and trends, current liquidity and 
interest rate risk positions, interest rate and economic trends and other 
relevant information.  To aid in the measurement of interest rate risk, the 
Company utilizes an asset / liability model which, given many key 
assumptions, projects estimated results within the constraints of those 
assumptions.  The model is also used to estimate movement within the balance 
sheet, given certain scenarios, and to measure the effects of that movement 
on net interest income.

Cash on hand, deposits at other financial institutions, interest-bearing 
deposits with an original maturity of three months or less, and Federal 
funds sold are the principal sources of liquidity.  Cash and cash 
equivalents amounted to $19.3 million at September 30, 1996, as compared 
with $25.3 million at September 30, 1995.  Cash and cash equivalents 
represented 2.79% of total assets at September 30, 1996 as compared to 4.00% 
of total assets at September 30, 1995.  The Company believes that its 
liquidity is sufficient to meet currently known demands and commitments.

Principal sources of funds include cash receipts from deposits, loan 
principal and interest payments, earnings on investments, and proceeds from 
amortizing and maturing investments.  The current principal uses of funds 
include disbursements to fund investment purchases, loan originations, 
payments of interest on deposits, and payments to meet the operating 
expenses of the Company.  During the first nine months of 1996, deposits 
increased by $25.7 million from $543.3 million at December 31, 1995 to 
$569.1 million at September 30, 1996.

Dime is a member of the Federal Home Loan Bank of Boston ("FHLBB") and as a 
member may borrow from the FHLBB to secure additional funds. At September 
30, 1996, FHLBB borrowings totalled $58.0 million, unchanged from December 
31, 1995 and September 30, 1995. No increase in the level of borrowings 
outstanding is anticipated. When deposit growth cannot meet increased loan 
demand or liquidity requirements, funds may be derived from the FHLBB or 
from other alternative funding sources.  Please see page 10 under the 
caption "FHLBB ADVANCES" for a schedule of borrowings.

The Company's primary source of funds is in the form of dividends received 
from its subsidiary, Dime.  Therefore, the liquidity and capital resources 
of the Company are largely dependent upon the liquidity, profitability, and 
capital position of its subsidiary, and the ability of the subsidiary to 
declare and pay dividends under applicable laws and regulatory authorities. 
The Company must comply with the capital ratio requirements set by the Board 
of Governors of the Federal Reserve while Dime must comply with the capital 
ratio requirements set by the FDIC. At September 30, 1996 the Tier 1 
leverage capital ratio of Dime was 8.39%.

On October 16, 1996 the Board of Directors declared a regular quarterly 
dividend payment of $0.08 per share payable on November 20, 1996.  The 
following table presents the Company's risk-based and leverage capital 
ratios:



                                                  September 30,
                                                 ---------------
                                      Required    1996     1995
                                      --------------------------
                                                 
      Tier I risk-based capital         4.0%     17.62%   13.58%
      Total risk-based capital          8.0%     18.90%   14.87%
      Leverage capital                  4.0%      8.41%    7.24%


COMPARATIVE ANALYSIS

The following table sets forth the dollar increases (decreases) in the 
components of the Company's consolidated statements of operations during the 
periods indicated and is followed by management's discussion of the various 
changes.




                                    Three months ended    Nine months ended 
                                    September 30, 1996    September 30, 1996 
                                      compared with         compared with 
                                    September 30, 1995    September 30, 1995 
                                    ----------------------------------------
                                                          
Interest income                            $611                 $3,018 
Interest expense                            606                  2,648 
                                    ----------------------------------------
Net interest income                           5                    370 
Provision for loan losses                  (950)                (4,950) 
"Investment securities gains, net           (32)                   (95) 
Other operating income                       24                    (43) 
Other operating expenses                    (90)                (2,475) 
                                    ----------------------------------------
Income before income taxes                1,037                  7,657 
Income tax expense                          (12)                 1,954 
                                    ----------------------------------------
Net income                               $1,049                 $5,703 
                                    ========================================


              Quarter and Nine Months Ended September 30, 1996
                                 Compared to
              Quarter and Nine Months Ended September 30, 1995

General.  Net income for the quarter ended September 30, 1996, was $3.2 
million or $0.62 per share, compared with net income of $2.1 million or 
$0.42 per share for the same period in 1995.  Net income for the nine months 
ended September 30, 1996 totalled $9.1 million or $1.79 per share compared 
with net income of $3.4 million or $0.67 per share for the first nine months 
of 1995.  The change in net income was influenced primarily by a decrease in 
the provision for loan losses and a decrease in operating expenses.

Interest Income.  Interest income for the quarter ended September 30, 1996 
totalled $12.6 million representing an average yield on interest earning 
assets of 7.49% and totalled $38.3 million for the nine months ended 
September 30, 1996 representing an average yield on interest earning assets 
of 7.72%. Interest income for the quarter ended September 30, 1995 totalled 
$12.0 million and represented an average yield on interest earning assets of 
7.81% and totalled $35.3 million for the nine months ended September 30, 
1995 and represented an average yield on interest earning assets of 7.69%.

Interest Expense.  Interest expense totalled $6.3 million for the quarter 
ended September 30, 1996 representing an average cost of funds of 4.29% and 
totalled $18.7 million for the nine months ended September 30, 1996 
representing an average cost of funds of 4.32%.  Total interest expense for 
the quarter ended September 30, 1995 was $5.7 million which represented an 
average cost of funds of 4.20% and totalled $16.1 million for the first nine 
months of 1995 which represented an average cost of funds of 3.96%.

Net Interest Income.  Net interest income totalled $6.3 million for the 
quarter ended September 30, 1996 compared with $6.3 million for the quarter 
ended September 30, 1995.  Net interest income totalled $19.6 million for 
the first nine months of 1996 compared with $19.2 million for the first nine 
months of 1995.  The net interest rate spread for the quarter ended 
September 30, 1996 was 3.20% compared with 3.61% for the quarter ended 
September 30, 1995. The net interest rate spread for the nine months ended 
September 30, 1996 was 3.40% compared with 3.73% for the same period of 
1995.  The net interest margin was 3.76% for the third quarter of 1996 
compared with a net interest margin of 4.11% for the third quarter of 1995.  
The net interest margin was 3.94% for the first nine months of 1996 compared 
with a net interest margin of 4.18% for the nine months ended September 30, 
1995.  The following table summarizes the yields for the major components of 
net interest income for the periods presented:

                      Comparative Interest Spread Table 
                   For the quarters and nine months ended 




                                       Quarter   Quarter     YTD       YTD 
                                       9/30/96   9/30/95   9/30/96   9/30/95 
                                       -------------------------------------
                                                          
Interest Earning Assets: 
Loans                                   8.01%     8.17%     8.37%     8.07% 
Investment Securities                   6.72%     6.61%     6.57%     6.18% 
Federal Funds Sold                      5.26%     5.23%     5.23%     5.44% 

Yield on Interest Earning Assets        7.49%     7.81%     7.72%     7.69% 

Interest Bearing Liabilities: 
Deposits                                4.03%     3.84%     4.03%     3.57% 
Borrowings                              6.63%     7.11%     6.83%     7.11% 

Cost of Interest Bearing Liabilities    4.29%     4.20%     4.32%     3.96% 

Net Interest Rate Spread                3.20%     3.61%     3.40%     3.73% 

Net Interest Margin                     3.76%     4.11%     3.94%     4.18% 



Provision for Loan Losses.  The provision to the allowance for loan losses 
for the quarter ended September 30, 1996 totalled $450,000 compared with a 
provision of $1.4 million for the third quarter of 1995.  The provision to 
the allowance for loan losses for the first nine months of 1996 totalled 
$1.8 million compared with a provision of $6.7 million for the nine months 
ended September 30, 1995.

Investment Securities Gains (Losses), Net.  The Company recorded $32,000 of 
net realized investment security gains during the quarter ended September 
30, 1996 compared with net realized security gains of $64,000 booked during 
the year earlier period.  During the first nine months of 1996, the Company 
recorded net realized security gains of $203,000 compared with net realized 
security gains of $298,000 recorded during the first nine months of 1995.  

Other Operating Income.  Other operating income totalled $552,000 for the 
third quarter of 1996 compared with $528,000 in the third quarter of 1995 
and totalled $1.5 million for the first nine months of 1996 compared with 
$1.6 million for the first nine months of 1995.  The following table 
comparatively summarizes the categories of other operating income:

OTHER OPERATING INCOME: 




                               Quarter   Quarter     YTD       YTD 
   (Dollars in thousands)      9/30/96   9/30/95   9/30/96   9/30/95 
                               -------------------------------------

                                                 
Deposit account fees            $421      $404     $1,210    $1,186 
Customer service fees             39        39        105       109 
Fees from savings bank life 
 insurance sales                  31        33        126       121
Loan and loan servicing fees      11         1         35        36
Other fees                        50        51         67       134 
                                -----------------------------------

Total Other Operating Income    $552      $528     $1,543    $1,586 
                                ===================================


Other Operating Expenses.  Total operating expenses were $3.3 million for 
the third quarter of 1996 compared with total operating expenses of $3.3 
million for the third quarter of 1995. Total operating expenses for the nine 
month period ended September 30, 1996 were $10.6 million compared with $13.0 
million for the nine month period ended September 30, 1995. The following 
table comparatively illustrates the categories of operating expenses:

OPERATING EXPENSES: 



                                     Quarter   Quarter    YTD       YTD 
(Dollars in thousands)               9/30/96   9/30/95  9/30/96   9/30/95 
                                     ------------------------------------
 
                                                      
Salaries and Benefits                $1,628    $1,796   $ 5,036   $ 6,071 
Professional Services                   574       513     1,668     1,780 
Occupancy and Equipment                 534       767     2,147     2,300 
FDIC Assessment                           1        52        79       808 
Net Cost (Gain) of OREO operations       67      (256)     (223)     (432) 
"Restructure Expense, net               ---       ---       340       947 
Other Operating Expenses                455       477     1,504     1,552 
                                     ------------------------------------
Total Operating Expenses             $3,259    $3,349   $10,551   $13,026 
                                     ====================================


DIME FINANCIAL CORPORATION AND SUBSIDIARY

PART II   OTHER INFORMATION

Item 6    Exhibits and Reports on Form 8-K

          a. The following exhibits are included in this report:

Exhibit No.                     Description

    11.   Statement of Computation of Per Share Earnings

          Incorporated by reference to note 2 to Consolidated Financial
          Statements for the quarters ended September 30, 1996 and 1995.
          (See pages 6-10 for notes to Consolidated Financial Statements.)

    19.   Report furnished to the Company's shareholders for the quarter
          ended September 30, 1996.

          b. No report on form 8-K has been filed by the registrant with the 
             Securities and Exchange Commission during the quarter ended 
             September 30, 1996.


    27.   Financial Data Schedule

DIME FINANCIAL CORPORATION AND SUBSIDIARY


                           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.



DIME FINANCIAL CORPORATION


Date:  November 12, 1996   /s/ Richard H. Dionne
                           Richard H. Dionne
                           President & Chief Executive Officer


Date:  November 12, 1996   /s/ Albert E. Fiacre, Jr.
                           Albert E. Fiacre, Jr.
                           Senior Vice President and Chief Financial Officer



Date:  November 12, 1996   /s/ Robert P. Simon
                           Robert P. Simon
                           Vice President & Comptroller

                                EXHIBIT INDEX

Exhibit No.                     Description                          Page

11.   Statement of Computation of Per Share Earnings

        Incorporated by reference to note 2 to Consolidated
        Financial Statements for the quarters ended
        September 30, 1996 and 1995.  (See pages 6-10 for Notes to
        Consolidated Financial Statements.)


19.   Report furnished to the Company's shareholders for the quarter
      ended September 30, 1996.


27.   Financial Data Schedule