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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended June 30, 2004

or

For the transition period from                  to                 

Commission File Number 33-58936

Dimeco, Inc.

(Exact name of registrant as specified in its charter)

820 Church Street

Honesdale, PA 18431

(Address of principal executive offices)

(570) 253-1970

(Issuer’s Telephone Number)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Sections 13 or 15(d) of the Exchange Act during the past 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 whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act) Yes ¨ No x

As of July 30, 2004, the registrant had outstanding 1,535,794 shares of its common stock, par value $.50 share.

Dimeco, Inc.

INDEX

Dimeco, Inc.

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CONSOLIDATED BALANCE SHEET (unaudited)

See accompanying notes to the unaudited consolidated financial statements.

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Dimeco, Inc.

CONSOLIDATED STATEMENT OF INCOME (unaudited)

See accompanying notes to unaudited consolidated financial statements.

Dimeco, Inc.

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (unaudited)

See accompanying notes to the unaudited consolidated financial statements.

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Dimeco, Inc.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (unaudited)

See accompanying notes to the unaudited consolidated financial statements.

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Dimeco, Inc.

CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)

See accompanying notes to unaudited consolidated financial statements.

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Dimeco, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include the accounts of Dimeco, Inc. (the “Company”) and its wholly-owned subsidiary The Dime Bank (the “Bank”). The financial statements of The Dime Bank include the consolidated financial statements of the Bank’s wholly-owned subsidiary, TDB Insurance Services, LLC. All significant intercompany balances and transactions have been eliminated in the consolidation.

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not necessarily include all information that would be included in audited financial statements. The information furnished reflects all adjustments which are, in the opinion of management, necessary for a fair statement of the results of operations. All such adjustments are of a normal recurring nature. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.

Certain comparative amounts for prior periods have been reclassified to conform to current year presentation. The reclassifications did not affect net income or equity capital.

Recent Accounting Pronouncements

In December 2003, the Financial Accounting Standards Board (“FASB”) issued a revision to Interpretation 46, Consolidation of Variable Interest Entities, which established standards for identifying a variable interest entity (VIE) and for determining under what circumstances a VIE should be consolidated with its primary beneficiary. Application of this Interpretation is required in financial statements of public entities that have interests in special-purpose entities for periods ending after December 15, 2003. Application by public entities, other than small business issuers, for all other types of VIEs is required in financial statements for periods ending after March 15, 2004. Small business issuers must apply this Interpretation to all other types of VIEs at the end of the first reporting period ending after December 15, 2004. The adoption of this interpretation has not and is not expected to have a material effect on the Company’s financial position or results of operations.

The Company accounts for interest rate lock commitments (IRLCs) for mortgage loans which it intends to sell, as derivatives, in accordance with the requirements of SFAS No. 133. In March 2004, the SEC staff released Staff Accounting Bulletin (SAB) No. 105 that requires all registrants to exclude the future cash flows for servicing loans from the fair value of IRLCs. The Company enters into such commitments with customers in connection with residential mortgage loan applications. This statement delays the recognition of any servicing revenues related to these commitments until such time as the loan is sold, however, the pronouncement would have no effect on the ultimate amount of revenue or cash flows recognized over time. This pronouncement was effective April 1, 2004. The adoption of SAB 105 has not and is not expected to have a material impact on the Company’s financial condition or results of operations.

Stock Options

As permitted under Statement of Financial Accounting Standards (“FAS”) No. 123 “Accounting for Stock-based Compensation,” the Company has elected to continue following Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and related Interpretations, in accounting for stock-based awards to employees. Under APB 25, because the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of the grant, no compensation expense is recognized in the

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Company’s financial statements. The following table represents pro forma net income and earnings per share had compensation expense been included in stock option plan costs as determined based on the fair value at the grant dates for options granted under these plans consistent with FAS No. 123.

NOTE 2 – EARNINGS PER SHARE

There are no convertible securities which would affect the numerator in calculating basic and diluted earnings per share; therefore, net income as presented on the Consolidated Statement of Income (unaudited) will be used as the numerator. The following table sets forth the composition of the weighted-average common shares (denominator) used in the basic and diluted earnings per share computation.

The 2003 numbers have been adjusted to reflect the 100% stock split effected in the form of a dividend on December 1, 2003.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

Forward Looking Statement

The Private Securities Litigation Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words, “believes,” “anticipates,” “contemplated,” “expects,” and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, the ability to control costs and expenses, and general economic conditions. The Company undertakes no obligation to publicly release the results of any revisions to those forward-looking statements which may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Sarbanes-Oxley Act of 2002

On July 30, 2002 the President signed into law the Sarbanes-Oxley Act of 2002 (the Act), following an investigative order proposed by the SEC on chief financial officers and chief executive officers of 947 large public companies on June 27, 2002. Additional regulations are expected to be promulgated by the SEC. As a result of the accounting restatements by large public companies, the passage of the Act and regulations expected to be implemented by the SEC, publicly-registered companies, such as the Company, will be subject to additional reporting regulations and disclosure. These new regulations, which are intended to curtail corporate fraud, will require certain officers to personally certify certain SEC filings and financial statements and may require additional measures to be taken by our outside auditors, officers and directors. The loss of investor confidence in the stock market and the new laws and regulations will increase non-interest expenses of the Company and could adversely affect the prices of publicly-traded stocks, such as the Company.

Financial Condition

Total assets increased $12,513,000 or 4.1% from December 31, 2003 to June 30, 2004.

Cash and cash equivalent increased $3,554,000 or 34.8% due mainly to larger balances in federal funds sold. The Company uses these overnight investments to bolster liquidity while garnering market interest rates.

Investment securities available for sale at June 30, 2004 decreased $7,681,000 or 11.9% from December 31, 2003. Due to greater loan demand and a slight decline in deposits, maturities and calls in the investment portfolio were invested in higher yielding loans if not reinvested in similar securities. Management did use the opportunity to sell equities of financial institutions with a market value of $227,000 in order to recognize gains in the portfolio which we believe may show market decreases in a rising interest rate environment.

Loans increased $15,907,000 or 7.2% from December 31, 2003 to June 30, 2004. Commercial real estate loans accounted for the majority of growth, increasing by $10,640,000 or 9.5% due to the origination of several large loans in the sporting/recreational camping segment along with financing businesses in other industries including a stone quarry operation, a family resort and recreational properties. Commercial loans increased $3,433,000 or 10.6% over the period due to a municipal authority loan, construction equipment loans and increases in various business lines of credit.

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Total deposits declined a slight $279,000 or .1% during the first half of 2004. Lower balances were recorded in both interest-bearing and noninterest bearing products. Balances in our money market account have increased $14,172,000 or 82.9% during the period. Management has continued to offer attractive interest rates on large balance money market accounts resulting in both new customers and additional deposits from existing customers. Balances in certificates of deposits have declined $17,330,000 or 12.7% including $14,200,000 of municipal maturities used for their normal operating expenses. Although we are continuing marketing campaigns to attract new deposits, growth has been slow. Our concerns of customers re-entering the equity markets or using insurance products to replace bank deposits seems to be valid. We will continue our concentrated efforts to attract additional deposits with increased rates and targeted marketing programs. In addition, we expect to see an upsurge in deposits with the opening of a new branch in the Fall of 2004.

Short-term borrowings increased $3,784,000 or 32.1% during the first six months of 2004. Securities sold under agreements to repurchase increased $6,396,000 or 69.6% during the period while short-term borrowings from the FHLB of $2,612,000 were repaid. Increases of these repurchase agreements are common for this time of year since many of the customers who maintain these balances have seasonal businesses with greater cash balances in the late spring and summer months.

Other borrowed funds increased $8,936,000 due to borrowings from the FHLB to fund specific long term loans generated. Customers have been requesting fixed rate loan commitments and in order to maintain customer relationships and offset interest rate risk, management has used fixed rate financing to achieve this goal.

Stockholders’ equity increased $740,000 or 2.7% from December 31, 2003 to June 30, 2004. Net income of $1,634,000 was offset by dividend declarations of $706,000. Officers and directors exercise of stock options represented $134,000 of additional increases. Available for sale investments declined in market value, representing a decrease of $322,000 during the period. Regulatory capital ratios of 12.1% total risk-based capital and 10.8% Tier I capital greatly exceeded the regulatory guidelines of 8.0% and 4.0%. The Company’s leverage ratio was 9.1% at June 30, 2004 and compared favorably to the regulatory minimum of 3.0%.

Results of Operations

Comparison of the three months ended June 30, 2004 and 2003

Net income for the three months ended June 30, 2004 was $784,000 representing a decrease of 14.4% over net income in the second quarter of 2003.

Net interest income increased $108,000, or 4.1% in the second quarter of 2004 as compared to the same period in 2003.

Interest and fees on loans increased $85,000 or 2.6% in 2004 as compared to 2003. Volume increases in the loan portfolio was responsible for greater income over the period with the average balance of the portfolio increasing $27,404,000 or 13.4% while the average interest rate earned on the portfolio decreased 60 basis points from 6.3% to 5.7% over the period. The Company has seen substantial growth in the loan portfolio in the past year with variable interest rate loans comprising approximately 68% of the portfolio, the majority of which repriced downward over the past few years.

Interest earned on taxable investment securities decreased $122,000 or 21.6% in the second quarter of 2004 as compared to 2003. The average size of the portfolio decreased $8,567,000 or 14.6% while the average interest

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rate declined 40 basis points from 3.9% to 3.5%. Maturities and calls of investments which were purchased while interest rates were higher than current rates were not able to be reinvested at similar rates without increasing the duration of the bonds. Management believes that economic indicators show that we are in a rising interest rate period and therefore has invested in either short term commercial paper or callable U.S. government agencies with market interest rates along with imbedded interest rate increases.

Interest expense on deposits decreased $155,000 or 13.8% in 2004 as compared to 2003. The average balance of interest-bearing deposits increased $15,328,000 or 7.2% while the average interest rate paid declined to 1.7% in 2004 from 2.1% in 2003. With the announcement of a 25 basis point increase in short term interest rates, management expects the average interest rate to increase, but not in direct proportion to the market increase since deposit interest rates lag market rates in general and time deposit rates reprice at maturity, which may vary from thirty days to five years.

The provision for loan losses is charged to operations to bring the total allowance for loan losses to a level that represents management’s best estimates of the losses inherent in the portfolio, based on:

The provision for loan losses increased $231,000 or 89.9% from 2003 to 2004. With growth of $30,486,000 or 14.9% in the loan portfolio from June 30, 2003 to June 30, 2004, a larger provision expense would be expected. In addition to greater expense as a result of ongoing analysis of the entire loan portfolio including growth in balances, we received a re-evaluation of the collateral value relating to a commercial loan which has been in impaired status since the first quarter of 2003. We believed that the asset was fairly valued at March 31, 2004 when a bona fide offer was made to purchase it below the appraised value and accordingly made an adjustment to the collateral value to reflect that decline. That offer was subsequently adjusted downward during the due diligence review of the buyer. As of this writing, there is a scheduled sale of the asset in the near future with an agreed upon price which is reflected in the analysis of the allowance for loan loss. We believe that the analysis of the allowance for loan loss accurately reflects this adjustment in the collateral value of this loan.

Noninterest income increased $116,000 or 20.4% in the second quarter of 2004 as compared to the same period in 2003. Service charge income increased $41,000 or 14.5% over the previous year with a larger number of eligible accounts combined with greater utilization of the payment privilege feature. The Company recognized gains on sales of equity securities of $85,000 in the second quarter of 2004. The increase in security gains resulted from management responding to opportunities available to sell securities without impacting the overall effective yield of the investment portfolio. Unmatched in 2003 was the income of $65,000 generated in 2004 by the investment department of the bank. We expect to see higher revenue in future periods with the addition of our ability to sell a greater array of insurance products along with the existing brokerage activities.

Gains on mortgage loans held for sale declined $93,000 or 60.0% in 2004 as compared to 2003. Mortgage loan activity has slowed in the current year as anticipated. Gains from sales of $62,000 in the second quarter of 2004 are comparable to income recognized in the years before 2002, when new and refinanced mortgages abounded in the financial services industry.

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Salaries and employee benefits increased $106,000 or 12.5% in the second quarter of 2004 as compared to 2003. The addition of two Vice Presidents during the second quarter of 2003, normal annual salary increases and the addition of staff to handle increased volumes of both loans and deposits are the main reasons for the increase.

Comparison of the six months ended June 30, 2004 and 2003

Net income for the six months ended June 30, 2004 declined $211,000 or 11.4% as compared to the same period in 2003. An increase in the provision for loan losses was the largest portion of the lower income recorded.

Interest and fees on loans increased $189,000 or 3.0% in 2004 as compared to 2003 with an increase in the average investment in loans of $29,611,000 or 14.9% in 2004. The average interest rate earned on these loans declined from 6.5% in 2003 to 5.8% due to lower offering rates in recent years combined with repricing of the variable portion of the portfolio. With the recent announcement of an increase in the prime rate of interest, we expect to see a gradual increase in interest earned based upon reprices of variable interest rate loans combined with originations at higher rates.

Interest earned on taxable investment securities declined $281,000 or 24.5% during the first half of 2004 as compared to 2003 due to a combination of a smaller volume of investments and lower interest rates earned. The average size of the portfolio decreased $9,976,000 or 16.7% over the period while the average interest rate earned declined to 3.5% from 3.9% in 2003. Due to the investment strategy of purchasing short term investments or U.S. Government step up bonds, the lower interest rates are accepted in order to be properly positioned for rising interest rates.

Interest expense relating to deposits declined $330,000 or 14.5% in the first half of 2004 as compared to the same period in 2003. This decrease in expense is directly related to lower interest rates paid with the average rate paid in 2004 of 1.7% compared to 2.2% in 2003 while average deposits increased $15,888,000 or 7.5% over the period. Due to lower market interest rates in recent years, the average rate has declined as management has lowered rates for specific products resulting in a direct decrease in expense for immediately repricing deposits combined with less expense for time deposits which mature and are repriced at current rates.

Interest paid on other borrowed funds decreased $56,000 or 42.1% in 2004 as compared to 2003. Although the average balances have remained fairly constant, in September 2003 a $3,000,000 borrowing with an interest rate of 6.9% matured. The average interest rate for borrowings in 2004 was 3.7%, resulting in lower expense.

As a result of the aforementioned changes in interest earned and interest paid, net interest income increased $270,000 or 5.2% from the first half of 2003 to the same period in 2004.

The provision for loan loss was $415,000 or 92.2% greater in 2004 as compared to 2003. This increase is due to normal increases in the allowance for loan loss as a result of changes in the loan portfolio, including growth in the total loan portfolio and other considerations. As discussed above, greater provision expense was also recorded due to a decline in the collateral value of a commercial real estate loan which caused a charge-off and additions to the allowance for loan loss as a result of the lower value.

Service charges on deposit accounts increased $119,000 or 23.6% in the first half of 2004 as compared to 2003. A combination of a greater number of deposit accounts on which to earn this income, the payment privilege product being available for six months in 2004 as compared to five months in 2003 and greater utilization of the product as customers become more accustomed to the benefit all contributed to the larger revenue.

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Gains on mortgage loans held for sale declined $253,000 or 61.0% for the first six months of 2004 as compared to 2003 with a 68.0% decline in loan sales in 2004 as compared to 2003. This indicates that similar gains are being recognized per loan sale in 2004 albeit a significant decline in originations as all mortgage providers have seen in the current year.

Brokerage commissions of $228,000 in 2004 are the result of the introduction of this activity at the end of the second quarter of 2003. Income generated from this department is expected to be lower for the remainder of 2004 as the first quarter included one-time fees earned on the transfer of accounts to the new program. Somewhat offsetting this decline, we expect additional income from the introduction of fixed annuity products in addition to previously announced products in the department. Management has discussed the disintermediation of deposits as a result of activity in the investment department but believe that the majority of activity in these products will come from outside sources, not from loss of our deposits although we are prepared to experience some decline in deposits.

Salaries and employee benefits increased $238,000 or 14.3% for the first half of 2004 as compared to 2003. Larger salaries with the addition of officers and nonexempt employees during 2003 due to growth of the Company, higher benefit expenses for health insurance and a greater number of employees eligible for the 401(k) plan all contributed to this increase.

Other noninterest expense increased $173,000 or 16.9% with higher expenses in a number of areas. In particular the Company has increased advertising by $12,000 or 13.6% in an effort to increase market share of deposits and introduce the Company in our new market area; donations have increased $29,000 or 100.9% due to the timing of certain donations and a greater number of recipients with our entry into a new market; a one-time expense relating the discontinuation of an agreement for trust services of $17,000; an increase of $12,000 or 19.8% in expenses relating to the ATM network due to increased usage and generation of new cards; $15,000 or 64.2% greater travel and entertainment expenses due to attendance at a national convention in 2004 which was unmatched in 2003 along with higher expenses in an effort to develop new relationships and $11,000 or 16.7% more in expenses relating to computer software maintenance due to new systems in place. Other changes of smaller magnitudes are responsible for the remaining increases.

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Liquidity and Cash Flows

To ensure that the Company can satisfy customer credit needs for current and future commitments and deposit withdrawal requirements, the Bank manages the liquidity position by ensuring that there are adequate short-term funding sources available for those needs. Liquid assets consist of cash and due from banks, federal funds sold, interest-bearing deposits with other banks and investment securities maturing in one year or less. The following table shows these liquidity sources, minus short-term borrowings, as of June 30, 2004 compared to December 31, 2003:

Other sources of liquidity are cash flows from regularly scheduled and prepayments of loans, sales or maturities in the investment portfolio, sales of residential mortgages in the secondary market, operating income and deposit growth. The Consolidated Statement of Cash Flows specifically details the contribution of each source. In addition, the Bank has the ability to borrow from the Federal Home Loan Bank of Pittsburgh with the maximum borrowing capacity at June 30, 2004 of $54 million.

Management monitors liquidity on a consistent basis and feels that liquidity levels are adequate. We are not aware of any known trends, events or uncertainties that will have or is reasonably likely to have a material effect on the Company’s liquidity, capital resources or operations nor is management aware of any current recommendations by regulatory authorities, which if implemented, would have such an effect.

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Risk Elements

The table below presents information concerning nonperforming assets including nonaccrual loans, renegotiated loans, loans 90 days or more past due, other real estate loans and repossessed assets at June 30, 2004 and December 31, 2003. A loan is classified as nonaccrual when, in the opinion of management, there are doubts about collectability of interest and principal. At the time the accrual of interest is discontinued, future income is recognized only when cash is received. Renegotiated loans are those loans which terms have been renegotiated to provide a reduction or deferral of principal or interest as a result of the deterioration of the borrower.

Management believes the level of the allowance for loan losses at June 30, 2004 is adequate to cover probable losses inherent in the loan portfolio. The relationship between the allowance for loan losses and outstanding loans is a function of the credit quality and known risk attributed to the loan portfolio. The on-going loan review program and management analysis is used to determine the adequacy of the allowance for loan losses.

Included in total loans are loans of $1,878,000 which management has classified as impaired under the terms of FAS No. 114, “Accounting by Creditors for Impairment of a Loan – Income Recognition and Disclosure”. The related allowance for loan losses on these loans amounted to $370,000. There were no impaired loans without a related allowance for loan losses. The average balance of impaired loans for the period was $2,437,000.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

A key function of management in its role as the Asset/Liability Committee (“ALCO”) is to evaluate the Company’s exposure to interest rate risk. The primary business of the Company in the financial services industry is to act as a depository financial intermediary. In this role, an integral element of risk involves the chance that prevailing interest rates will adversely affect assets, liabilities, capital, income and/or expense at different times and in different amounts. The ALCO is comprised of all senior officers of the Bank. This committee reports directly to the Board of Directors on at least a quarterly basis.

Two separate reports are used to assist in measuring interest rate risk. The first is the Statement of Interest Sensitivity Gap report. This report matches all interest-earning assets and all interest-bearing liabilities by the time frame, or bucket, in which funds can be reinvested or repriced. The second report is the Interest Rate Shock Analysis discussed in more detail below. In both reports, there are inherent assumptions that must be used in the evaluation. These assumptions include the maturity or repricing times of deposits, even though all deposits, other than time deposits, have no stated maturity and the reference that interest rate shifts will be parallel, with the rates of assets and liabilities shifting in the same amount in the same time frame. In reality, various assets and various liabilities will react differently to changes in interest rates, with some lagging behind the change and some anticipating the upcoming change and reacting before any actual change occurs. Each tool also suggests that

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there is a propensity to replace assets and liabilities with similar assets and liabilities rather than taking into consideration management’s ability to reallocate the Balance Sheet. In addition, the models used do not include any elements to determine how an action by management to increase or decrease interest rates charged on loans or paid on deposits or to increase borrowings at the FHLB will affect the results of the analysis. In spite of these limitations, these analyses are still very good tools to assist in management of the Company and similar versions of these same reports are used by all financial institutions.

As this report shows, the Company was nearly balanced with a slight liability sensitive position at June 30,2004.

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This means that in the one year time frame, or bucket, there were more interest-sensitive liabilities than assets. An optimal position with interest rates poised to increase would be slightly asset sensitive since assets tend to reprice quicker than liabilities although the current nearly balanced position is well with internal guidelines. The Company has classified its callable, step-up U.S. Government Agency bonds in the periods in which the bonds will next reprice versus the period in which they mature since, in management’s judgment, these repricing events will occur either through the purchase terms or through the call functions inherent in the bonds.

The second report used to monitor interest rate risk is the Interest Rate Shock Analysis. This tool attempts to determine the affect on income of various shifts in the interest rate environment. In particular, a shift of 200 basis points, or 2% in interest rates, is the industry standard. Given a shift downward of 200 basis points, net interest income would decrease by $569 or 5.2% while net income would decrease $350 or 10.7%. Given the current low interest rate environment, management feels that a general decrease in interest rates of this magnitude is nearly impossible. The results of a potential shift of 200 basis points in either direction are well within internal policy guidelines. If the results were not tolerable, our policy would determine that management should reallocate the Balance Sheet in order to maintain compliance with the policy.

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CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Based on their evaluation as of a date within 90 days of the filing date of this Quarterly Report on Form 10-Q, the Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Changes in internal controls

There were no significant changes in the Registrant’s internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

NONE

Item 2 - Changes Securities, Use of Proceeds and Issuer Purchases of Equity Securities

NONE

Item 3 - Defaults upon Senior Securities

NONE

Item 4 - Submissions of Matters to a Vote of Security Holders

The following represents the results of matters submitted to a vote of the stockholders at the Annual Meeting held on April 22, 2004:

The following directors were re-elected with terms to expire in 2007:

Item 5 - Other Information

NONE

Item 6 - Exhibits and Reports on Form 8-K

Report on July 29, 2004 - News Release of Registrant – Dimeco, Inc. Announces Earnings at June 30, 2004

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