10-K/A

   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-K / A
                                 Amendment No. 1

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the fiscal year ended March 31, 1997

                                       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  0-26466

                           TAPPAN ZEE FINANCIAL, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                                  13-3840352
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                            Identification Number)

75 NORTH BROADWAY, TARRYTOWN, NEW YORK                                10591-0187
(Address of principal executive offices)                              (Zip Code)

                                 (914) 631-0344
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:
                                (Not applicable)
           Securities registered pursuant to Section 12(g) of the Act:
                           Common Stock $.01 par value
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all the 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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

As of May 31, 1997, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $18,524,000 based on the closing price on
the that date and a total of 1,534,062 shares of Common Stock outstanding.
   2
                       DOCUMENTS INCORPORATED BY REFERENCE

(1)   Portions of the Registrant's Annual Report to Shareholders for fiscal 1997
      are incorporated herein by reference into Item 1 of Part I and Items 5,6,7
      and 8 of Part II.
(2)   Portions of the definitive Proxy Statement for the Registrant's 1997
      Annual Meeting of Shareholders are incorporated herein by reference into
      Items 10, 11, 12 and 13 of Part III.


   3
SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

                                             Tappan Zee Financial, Inc.



         Dated:  August 18, 1997              By: /s/ Stephen C. Byelick
                                                  -----------------------
                                                  Stephen C. Byelick
                                                  President and Chief Executive
                                                  Officer



         Dated: August 18, 1997               By: /s/ Harry G. Murphy
                                                 ---------------------------
                                                 Harry G. Murphy
                                                 Vice President and Secretary

EX-27

 

<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MARCH 31, 1997 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

       
                             
<MULTIPLIER>                                     1,000
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                             912
<INT-BEARING-DEPOSITS>                           1,438
<FED-FUNDS-SOLD>                                 5,900
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     36,384
<INVESTMENTS-CARRYING>                          18,123
<INVESTMENTS-MARKET>                            17,889
<LOANS>                                         55,770
<ALLOWANCE>                                        660
<TOTAL-ASSETS>                                 121,841
<DEPOSITS>                                      98,327
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                              2,286
<LONG-TERM>                                          0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            16
<OTHER-SE>                                      21,212
<TOTAL-LIABILITIES-AND-EQUITY>                 121,841
<INTEREST-LOAN>                                  4,721
<INTEREST-INVEST>                                3,513
<INTEREST-OTHER>                                   357
<INTEREST-TOTAL>                                 8,591
<INTEREST-DEPOSIT>                               4,094
<INTEREST-EXPENSE>                               4,106
<INTEREST-INCOME-NET>                            4,485
<LOAN-LOSSES>                                       69
<SECURITIES-GAINS>                                  23
<EXPENSE-OTHER>                                  3,387
<INCOME-PRETAX>                                  1,181
<INCOME-PRE-EXTRAORDINARY>                       1,181
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       855
<EPS-PRIMARY>                                     0.59
<EPS-DILUTED>                                     0.59
<YIELD-ACTUAL>                                    3.98
<LOANS-NON>                                      1,478
<LOANS-PAST>                                       180
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                   654
<CHARGE-OFFS>                                       63
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                  660
<ALLOWANCE-DOMESTIC>                               660
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0