UNITED STATES 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 [NO FEE REQUIRED] FOR THE QUARTERLY PERIOD ENDED
JUNE 30, 1995

___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED] FOR THE TRANSITION PERIOD
FROM_______________TO_______________.

COMMISSION FILE NUMBER 0-11011

CB FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MICHIGAN 38-2340045
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

ONE JACKSON SQUARE, JACKSON, MICHIGAN 49201
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (517) 788-2800

SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $7.50 PAR VALUE
(TITLE OF CLASS)

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 SHORTER PERIOD THAT THE REGISTRANT HAS
BEEN REQUIRED TO FILE SUCH REPORTS); AND (2) HAS BEEN SUBJECT TO FILING
REQUIREMENTS FOR THE PAST 90 DAYS.

YES __X__ NO____

AT JUNE 30, 1995, THERE WERE 2,801,053 SHARES OF THE REGISTRANT'S COMMON STOCK
OUTSTANDING WITH A $7.50 PAR VALUE.
2

CB FINANCIAL CORPORATION
INDEX

Part I. Financial Information:

Item 1. Financial Statements

The following consolidated financial statements of CB Financial
Corporation and its subsidiaries included in this report are:

Page
----

Consolidated Balance Sheet - June 30, 1995,
June 30, 1994 and December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

Consolidated Statement of Income - For the Three and Six Months Ended
June 30, 1995 and 1994. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Consolidated Statement of Cash Flow - For the Six Months Ended
June 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Note to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations, Liquidity, and Capital . . . . . . . . . . . . . . . . . . . . . . . . 7

Part II. Other Information:

Pursuant to SEC rules and regulations, the following item(s) are included with the
Form 10-Q Report:

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . 10

Pursuant to SEC rules and regulations, the following items are omitted from this Form 10-Q Report
as inapplicable or to which the answer is negative:

Item 1. Legal Proceedings

Item 2. Changes in the Rights of the Corporation's Security Holders

Item 3. Defaults by the Corporation on its Senior Securities

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

Item 5. Other Information

SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

Exhibit Financial Data Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

2
3

CONSOLIDATED BALANCE SHEET (Unaudited)

(In Thousands) 06/30/95 06/30/94 12/31/94
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ASSETS:
Cash and Cash Equivalents:
Cash and Due from Banks $40,353 $38,806 $39,826
Money Market Assets 9,218 3,050 14,832
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Total Cash and Cash Equivalents 49,571 41,856 54,658
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Securities Available for Sale 66,547 104,976 89,615
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Investment Securities Held to Maturity:
U.S. Treasury 131,962 131,696 132,316
U.S. Government Agencies 3,003 3,512 3,511
States and Political Subdivisions 11,322 12,787 12,159
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Total Investment Securities (Market Value of $146,050
$143,960 and $139,964, respectively) 146,287 147,995 147,986
----------------------------------------------------------------------------------------------------------------------------------

Loans:
Consumer Loans, Net of Unearned Interest 108,152 103,809 108,137
Commercial Loans 169,707 152,886 167,869
Tax Exempt Loans 11,597 8,865 14,674
Real Estate Mortgage Loans 104,975 78,593 102,439
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Subtotal, Loans 394,431 344,153 393,119
Reserve for Possible Loan Losses (4,005) (3,471) (3,865)
----------------------------------------------------------------------------------------------------------------------------------
Net Loans 390,426 340,682 389,254
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Bank Premises and Equipment, Net 16,233 15,662 16,283
Other Real Estate Owned 20 416 324
Income Earned Not Received 6,081 6,593 7,281
Goodwill and Premium on Core Deposits, Net 11,251 8,235 11,914
Other Assets 1,788 2,984 2,949
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TOTAL ASSETS $688,204 $669,399 $720,264
==================================================================================================================================

LIABILITIES:
Deposits:
Demand Deposits 103,128 101,656 109,940
Interest-Bearing Demand Deposits 149,929 156,674 168,610
Savings Deposits 118,449 137,376 132,365
Time Deposits 223,230 177,097 209,734
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Total Deposits 594,736 572,803 620,649
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Short-Term Interest Bearing Liabilities 3,500 7,228 12,500
Note Payable and Capital Leases 5,565 7,578 6,526
Accrued Expenses 4,031 4,144 3,730
Dividend Payable 840 840 840
Other Liabilities 2,992 2,711 2,010
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TOTAL LIABILITIES 611,664 595,304 646,255
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SHAREHOLDERS' EQUITY:
Preferred Stock-No par value, 100,000 shares authorized,
none outstanding 0 0 0
Common Stock-$7.50 par value, 5,000,000 shares
2,801,053 shares outstanding 21,008 21,008 21,008
Capital Surplus 8,073 8,073 8,073
Undivided Profits 46,626 43,617 45,475
Unrealized Gains (Losses) on Securities Available for Sale, Net of 833 1,397 (547)
Tax Effect
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TOTAL SHAREHOLDERS' EQUITY 76,540 74,095 74,009
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $688,204 $669,399 $720,264
==================================================================================================================================

The accompanying note is an integral part of this statement.

CONSOLIDATED STATEMENT OF INCOME (Unaudited)

Three Months Ended Six Months Ended
June 30, June 30,
(In Thousands Except Per Share Data) 1995 1994 1995 1994
---------------------------------------------------------------------------------------------------------------------------------

INTEREST INCOME:
Interest and Fees on Loans
Consumer Loans $2,455 $2,182 $4,839 $4,337
Commercial Loans 3,992 2,980 7,893 5,659
Tax Exempt Loans 221 140 464 279
Real Estate Mortgage Loans 2,216 1,778 4,318 3,529
Interest on Securities Available for Sale 1,353 2,001 2,892 4,113
Interest on Investment Securities Held to Maturity:
U.S. Treasury 1,886 1,866 3,757 3,628
U.S. Government Agencies 55 57 111 104
States and Political Subdivisions 172 220 349 456
Interest on Money Market Assets 110 88 224 183
---------------------------------------------------------------------------------------------------------------------------------
Total Interest Income 12,460 11,312 24,847 22,288
---------------------------------------------------------------------------------------------------------------------------------

INTEREST EXPENSE:
Interest on Demand Deposits 1,069 989 2,205 1,960
Interest on Savings Deposits 732 847 1,502 1,709
Interest on Time Deposits 2,831 1,821 5,337 3,624
Interest on Other Liabilities 262 174 561 337
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Total Interest Expense 4,894 3,831 9,605 7,630
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NET INTEREST INCOME 7,566 7,481 15,242 14,658
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Provision for Possible Loan Losses 164 139 343 255
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NET INTEREST INCOME AFTER
PROVISION FOR POSSIBLE LOAN LOSSES 7,402 7,342 14,899 14,403
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NON-INTEREST INCOME:
Trust Income 482 488 1,004 1,012
Service Charges on Deposit Accounts 686 555 1,244 1,133
Fees for Other Services to Customers 340 241 637 502
Securities Gains 17 24 29 157
Other Income 70 129 91 555
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Total Non-Interest Income 1,595 1,437 3,005 3,359
---------------------------------------------------------------------------------------------------------------------------------

NON-INTEREST EXPENSES:
Salaries and Wages 2,669 2,593 5,210 5,043
Employee Benefits 721 618 1,417 1,337
Occupancy Expenses 588 581 1,233 1,211
Furniture and Equipment Expenses 604 564 1,209 1,069
FDIC Insurance Premiums 325 311 649 623
Other Operating Expenses 1,935 2,052 4,107 4,002
---------------------------------------------------------------------------------------------------------------------------------
Total Non-Interest Expenses 6,842 6,719 13,825 13,285
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Income Before Provision for Federal Income Tax 2,155 2,060 4,079 4,477
Provision for Federal Income Tax 671 641 1,247 1,422
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NET INCOME $1,484 $1,419 $2,832 $3,055
=================================================================================================================================

PER SHARE DATA:
Net Income Per Common Share 0.53 0.51 1.01 1.09
Average Number of Shares Outstanding 2,802,970 2,803,806 2,802,886 2,803,806

The accompanying note is an integral part of this statement.

CONSOLIDATED STATEMENT OF CASH FLOW (Unaudited) Six Months Ended
June 30,
(In Thousands) 1995 1994
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INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS:
Cash Flows from Operating Activities:
Interest and Fees Received $29,562 $26,427
Interest Paid (9,224) (7,718)
Cash Paid to Suppliers and Employees (10,529) (11,664)
Income Taxes Paid (1,590) (1,314)
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Net Cash Provided by Operating Activities 8,219 5,731
---------------------------------------------------------------------------------------------------------------------------------

Cash Flows from Investing Activities:
Proceeds from Sale of Securities Available for Sale 9,026 9,135
Proceeds from Sales/Calls of Investment Securities Held to Maturity 1,025 1,462
Proceeds from Maturities of Securities Available for Sale 17,000 2,100
Proceeds from Maturities of Investment Securities Held to Maturity 265 35,316
Purchase of Securities Available for Sale (1,000) (659)
Purchase of Investment Securities Held to Maturity 0 (39,430)
Net Increase in Loans (1,515) (9,019)
Net Decrease in Other Real Estate Owned 337 2
Capital Expenditures (889) (1,600)
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Net Cash Provided (Used) by Investing Activities 24,249 (2,693)
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Cash Flows from Financing Activities:
Repayment of Note Payable (950) (950)
Net Decrease in Deposits and Short-Term Liabilities (34,912) (4,015)
Cash Dividends Paid (1,681) (1,680)
Payment of Capital Lease Obligations (12) (1)
---------------------------------------------------------------------------------------------------------------------------------
Net Cash Used by Financing Activities (37,555) (6,646)
---------------------------------------------------------------------------------------------------------------------------------
Net Decrease in Cash and Cash Equivalents (5,087) (3,608)
---------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at Beginning of Year 54,658 45,464
---------------------------------------------------------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period $49,571 $41,856
---------------------------------------------------------------------------------------------------------------------------------

RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY
OPERATING ACTIVITIES:
Net Income 2,832 3,055
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Provision for Depreciation and Amortization 921 1,314
Accretion of Net Discount on Purchased Subsidiary 657 427
Amortization of Discount and Premiums on
Investment Securities, Net 506 632
Provision for Possible Loan Losses 344 255
Securities Gains (11) (157)
Decrease in Income Earned Not Received 1,249 18
Decrease in Other Assets 1,763 407
Gain on Sale of Other Real Estate Owned (33) (2)
Increase (Decrease) in Interest Payable 380 (69)
Increase (Decrease) in Income Taxes Payable (343) 108
Decrease in Accrued Expenses (46) (257)
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Net Cash Provided by Operating Activities $8,219 $5,731
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The accompanying note is an integral part of this statement.

5
6

NOTE TO CONSOLIDATED FINANCIAL STATEMENTS

1. ACCOUNTING AND REPORTING POLICIES

The accounting and reporting policies of CB Financial Corporation (the
"Corporation") and its subsidiaries are in accordance with generally
accepted accounting principles and conform to practice within the
banking industry.

The condensed consolidated financial statements included herein have
been prepared by the Corporation, without an audit, pursuant to the
rules and regulations of the Securities and Exchange Commission.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such
rules and regulations. It is suggested that these condensed
consolidated financial statements be read in conjunction with the
financial statements and the notes contained in the 1994 Annual Report
to Shareholders of CB Financial Corporation and the Corporation's 1994
Form 10-K filed with the Securities and Exchange Commission.

In the opinion of management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments necessary to
assure the fair presentation of financial condition and results of
operations. All material intercompany accounts and transactions have
been eliminated. All such adjustments are of a normal recurring
nature.

RECLASSIFICATION

Certain amounts in the consolidated income statement for the period
ended June 30, 1994 have been reclassified to conform with the
presentation in 1995.

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7

Part I: Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following is management's discussion and analysis of certain significant
factors which have affected the Corporation's financial condition and earnings
during the periods included in the accompanying consolidated financial
statements.

FINANCIAL CONDITION

A summary of the period changes in principal sources and uses of funds is shown
below in thousands of dollars.

CHANGE FROM DECEMBER 31, 1994
-----------------------------
TO JUNE 30, 1995
----------------

Funding Sources:
Cash & Cash Equivalents $ 5,087
Investment Securities 26,316
Sale of Other Real Estate Owned 337
Operating Activities 8,219
----------
$ 39,959
==========

Funding Uses:
Loans $ 1,515
Deposits 28,512
Short Term Interest Bearing Liabilities 6,412
Cash Dividends 1,681
Capital Expenditures 889
Other, Net 950
----------
Total Uses $ 39,959
==========

The primary source of funds for the runoff of deposits was the sale and
maturity of investment securities available for sale and decreased cash and
cash equivalent balances. Time deposits increased over the December 31, 1994
balance but this was offset by decreases in demand, interest bearing demand and
savings deposits. This decrease is partially attributable to product changes
and fee increases. Net loans remained relatively stable at their year end
levels. Short term interest bearing liabilities, federal funds purchased, have
decreased from the December 31, 1994 balance as funds from operating activities
have increased.

LIQUIDITY AND CAPITAL RESOURCES

During the first six months of 1995 there were no significant changes with
respect to the capital resources of the Corporation. Management feels that the
liquidity position of the Corporation as of June 30, 1995 is more than adequate
to meet its future cash flow needs. Management also closely monitors capital
levels to provide for normal business needs and to comply with regulatory
requirements. As summarized below, the Corporation's capital ratios were well
in excess of the regulatory requirements for classification as "Well
Capitalized":

7
8

Regulatory
Minimum for June 30,
"Well Capitalized" 1995 1994
------------------ ---- ----

Total Capital 10% 17.1% 18.8%
Tier I Capital 6 16.1 17.8
Tier I Leverage Ratio 5 9.5 9.7

RESULTS OF OPERATIONS

A summary of the period to period changes in the principal items included in
the consolidated statement of income is shown below in thousands of dollars,
and as a percent.

Comparison of Comparison of
Three Months Ended Six Months Ended
June 30, 1995 & 1994 June 30, 1995 & 1994
-------------------- --------------------

Interest Income $ 1148 10.1% 2559 11.5%
Interest Expense 1063 27.7 1975 25.9
---- ---- ---- -----
Net Interest Income 85 1.1 584 4.0
Provision for loan losses 25 18.0% 88 34.5
----- ---- ----- -----
Net interest income after provision
for loan losses 60 .8 496 3.4
Other Income 158 11.0 (354) (10.5)
Other Expenses 123 1.8 540 4.1
------- ---- ---- -----

Income before income tax 95 4.6 (398) (8.9)
Income Tax Expense 30 4.7 (175) (12.3)
----- ----- ----- ------

Net Income 65 4.6 (223) (7.3)
===== ===== ====== ======

NET INTEREST INCOME
The increase in net interest income during the first two quarters of 1995 is
due to increased loan volume and rates over the comparable period in 1994. The
acquisition of three Republic Bank branches by CB North in December 1994 added
approximately $23.1 million of loans. The increase in interest expense for the
two periods of 1995 versus 1994 is due to higher deposit balances, deposit
product mix and higher interest rates being paid, particularly on interest
bearing demand deposits and time deposits. The acquisition in December 1994 by
CB North increased deposits by $47.7 million which was offset by deposit runoff
in the first six months of 1995.

PROVISION FOR LOAN LOSSES
The increase in the loan loss provision during the first two quarters of 1995
indicates a desire by the subsidiary Banks to maintain an adequate reserve.
The allowance for loan losses at the end of the second quarter of 1995 is
$140,000 higher than at December 31, 1994, or 3.6%. New net loan charge offs
for the three month period were $184,000 in 1995 compared to $50,000 in 1994.
Year to date net loan charge offs are $203,000 and $410,000 at June 30, 1995
and 1994, respectively.

8
9

Expressed as a percent of outstanding loans, the allowance has been at 1.00% of
total loans outstanding for the three periods ended, June 30, 1995, June 30,
1994 and December 31, 1994.

Nonperforming loans totaled $1,150,000 at June 30, 1995 compared to $1,232,000
at June 30, 1994 and $1,063,000 at December 31, 1994. Total nonperforming
assets which also includes other real estate owned and assets acquired through
repossession are $1,170,000, $1,648,000 and $1,400,000 at June 30, 1995, June
30, 1994 and December 31, 1994, respectively. The decrease is due primarily to
the sale of other real estate owned during the second quarter of 1995.

OTHER INCOME
In 1994, CB North recognized a gain on the sale of a bank facility of $224,000.
Gains on sales of loans amounted to $26,000 at June 30, 1995 compared to
$138,000 at June 30, 1994. Security gains amounted to $29,000 at June 30, 1995
compared to $157,000 for the same period in 1994. Offsetting these reductions
to other income in 1995 is $246,000 of increased service charges and other fee
income over the June 30, 1994 six month period.

OTHER EXPENSES
The increase in other expenses resulted from increases in the major categories
of other expenses, indicative of the normal effects of inflation as well as the
growth of the organization. The major components of other expenses fluctuated
as follows:

Comparison of Comparison of
Three Months Ended Six Months Ended
June 30, 1995 & 1994 June 30, 1995 & 1994
--------------------- --------------------

Salaries & employee benefits 5.6 % 3.9%
Occupancy, furniture & equipment 4.1 7.1
FDIC Premiums 4.5 4.2
Other (5.7) 2.6

The increase in occupancy and furniture and equipment expense is due to recent
branch acquisitions and technology improvements. The increase in FDIC premiums
is due to larger deposit balances. The decrease in other expenses is the
result of cost control measurements put in place during the second quarter of
1995.

APPLICABLE INCOME TAX
Applicable income tax expense is based on income, less that portion which is
exempt from federal taxation, taxed at the statutory federal income tax rate of
34%. The provision is further reduced by other smaller items. The increase in
the 1995 income tax provision reported in the accompanying financial statements
for the three month period is due to increased earnings. However, the federal
income tax expense for the six month period ended June 30, 1995, is lower than
the comparable period of 1994 due to decreased earnings.

OTHER MATTERS
In July 1995 CB Financial Corporation introduced an early retirement program as
part of the restructuring effort to be implemented in the second half of 1995.
A compensation and benefit package was offered to employees who's years of
service and age totaled 80 or more. The Company has offered this voluntary
severance option to 31 employees with a required acceptance date of no later
than September 15, 1995. As of June 30, 1995, the Company has not recorded any
charges related to the restructuring plan since the plan was announced
subsequent to the date of the financial statements.

9
10

Part II. OTHER INFORMATION

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

(a) Financial Statements:

The following consolidated financial statements of CB
Financial Corporation and its subsidiaries
included in this report are:

Consolidated Balance Sheet - June 30, 1995; June 30, 1994; and
December 31, 1994

Consolidated Statement of Income - For the Three and Six
Months Ended June 30, 1995 and 1994

Consolidated Statement of Cash Flow - For the Six Months Ended
June 30, 1995 and 1994

Note to Consolidated Financial Statements

(b) A Form 8-K Report was not filed during the three months ended
June 30, 1995.

10
11

SIGNATURE

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

CB FINANCIAL CORPORATION

BY:
A. Wayne Klump
Treasurer

Dated: August 10, 1995

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EXHIBIT INDEX

SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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27 FINANCIAL DATA SCHEDULE