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NATIONAL COMMUNITY BANKS FILES PREFERRED STOCK OFFERING

 NATIONAL COMMUNITY BANKS FILES PREFERRED STOCK OFFERING
 WEST PATERSON, N.J., May 1 /PRNewswire/ -- National Community Banks,


Inc. (NASDAQ: NCBR), today announced that it has filed a registration statement relating to a proposed offering of 1,000,000 shares of cumulative convertible preferred stock with the Securities and Exchange Commission. The company will grant the underwriters an option to buy up to an additional 150,000 shares to cover potential over-allotments. The shares to be offered will be convertible into the company's common stock. The dividend, conversion, redemption and other terms of the preferred stock have not yet been set.
 The First Boston Corporation and Dillon Read & Co., Inc. will be the lead underwriters for the offering.
 National Community Banks, Inc., is a one-bank holding company with consolidated assets of $3.9 billion as of March 31, 1992. Its sole direct subsidiary is National Community Bank of New Jersey, a full service commercial bank with 115 facilities located in 13 of New Jersey's 21 counties.
 A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
 -0- 5/1/92
 /CONTACT: Anthony J. Franchine (financial), executive vice president and treasurer, 201-357-7106, or Arthur Ramirez (media), first senior vice president, 201-357-7109, both of National Community Banks/
 (NCBR) CO: National Community Banks, Inc. ST: New Jersey IN: FIN SU: OFR


GK-OS -- NY035 -- 5432 05/01/92 11:25 EDT
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Date:May 1, 1992
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