By HOW ARD KAPILOFF

Chemical Banking Corp. sold six branches in Orange County, N.Y., and one branch in Rockland County, N.Y., to a First Empire State Corp. subsidiary for an undisclosed amount, both banks reported Monday.

First Empire's subsidiary, Manufacturers and Traders Trust Company Bank, will assume about $175 million of upstate deposits from the acquisition.

Manufacturers and Traders currently has total deposits of $6.1 billion and total assets of $8.9 billion, all in upstate and western New York.

Chemical sold the branches because they were "part of the 50 branch closings we announced in March," said Judy Walsh, a spokesperson for Chemical Bank.

"These branches are outside our geographical focus."

Chemical's branch system barely broke even in 1993. As a result, the bank closed 80 branches last year.

Last month, Chemical, the third-largest bank in the country, with $164.2 billion in assets, laid off 450 retail platform bankers and has plans to eliminate another 200 through attrition.

Chemical customers with outstanding loans at the acquired branches will continue to be serviced by the same officers in a central branch located in Suffern, N.Y.

Buffalo-based First Empire purchased the Chemical assets and deposits because it wanted a greater presence in the growing Hudson Valley region 60 miles north of New York City, said James Hoffman, president of the Hudson Valley division of Manufacturers and Traders.

The acquisition pushes Manufacturers and Traders from 15th in market share in Orange County to fifth.

"It makes us a major player in this county," Mr. Hoffman noted. The purchase boosts the bank's presence in the Hudson Valley region from 12 branches to 19, he added.

The acquisition, subject to regulatory approval, is expected to be completed in the second half of 1994.

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