WASHINGTON -- The Federal Reserve Board has given First Bank of Philadelphia a choice: Either sell enough stock to solve its capital problem, or enter into a contract to be acquired by another bank.

If the bank can't satisfy either condition, it cannot accept, renew, or roll over deposits being an interest yield greater than the prevailing market rate, according to a directire the Fed released last Friday. The bank's directors consented to the conflitions.

The directive stated that the bank has failed to abide by a recapitalizafion plan it submitted to regulators in June 1993.

First National is a $70 million-asset bank with two branches. It was opened in 1987.

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