CATSKILL FINANCIAL CORPORATION
                   COMPUTATION OF NET INCOME PER COMMON SHARE
                 (In thousands, except share and per share data)


                                                   Three Months Ended December 31,
                                                          1999          1998
                                                       ----------     ----------
                                                                
Net income per common share - basic
- -----------------------------------

Net income applicable to common shares                 $    1,102     $      981

Weighted average common shares outstanding              3,408,380      3,839,278

Net income per common share - basic                    $      .32     $      .26
                                                       ==========     ==========
Net income per common share - diluted
- -------------------------------------

Net income applicable to common shares                 $    1,102     $      981

Weighted average common shares outstanding              3,408,380      3,839,278

Dilutive common stock options (1)                          60,276         40,612
                                                       ----------     ----------

Weighted average common shares and common share
equivalents outstanding                                 3,468,656      3,879,890
                                                       ==========     ==========

Net income per common share - diluted                  $      .32     $      .25
                                                       ==========     ==========


(1) Dilutive common stock options  (includes  granted,  but unvested  restricted
stock under the Company's MRP plan and options  granted,  but unexercised  under
its stock  option plan) are based on the  treasury  stock  method using  average
market price.  The treasury stock method  recognizes the use of assumed proceeds
upon the exercise of options, and the amount of unearned compensation attributed
to future services under the Company's  restricted stock plan, including any tax
benefits,  to purchase the  Company's  common stock at the average  market price
during the period.