Schedule 14A Information

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 



Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]



Check the appropriate box:

[ ]	Preliminary Proxy 	[ ]	Confidential, for Use of the 

	   Commission Only (as permitted by Rule 14a-6(e)(2)

[X]	Definitive Proxy Statement

[ ]	Definitive Additional materials

[ ]	Soliciting material Pursuant to Rule 14a-11(c)	or Rule 14a-12



                     S&T BANCORP, INC.

(Name of Registrant as Specified In Its Charter)



(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):



[x]	$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or

Item 22(a)(2) of Schedule 14A.

[ ]	$500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).

[ ]	Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.



	1) Title of each class of securities to which transaction
applies.

	2) Aggregate number of securities to which transaction applies:

	3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):

	4) Proposed maximum aggregate value of transaction:

	5) Total fee paid:



[ ]	Fee paid previously with preliminary materials.

[ ]	Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously.  Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.



	1) Amount Previously Paid:

	2) Form, Schedule or Registration Statement No.:

	3) Filing Party:

	4) Date Filed:

<PAGE>


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

S&T Bancorp, Inc. 

800 Philadelphia Street 

Indiana, Pennsylvania 15701



Notice is hereby given that the Annual Meeting of 

Shareholders of S&T Bancorp, Inc. will be held at the 

Fifth Street Training Center of S&T Bank, 355 North 

Fifth Street, Indiana, Pennsylvania, on Monday, April 

15, 1996, at 10:00 a.m., for the purpose of voting on 

the following matters:  



1.	The election of six directors to serve for a period 

of three years or until their successors are elected 

and shall qualify.   



2.	The ratification of Ernst & Young LLP, Certified 

Public Accountants, as  independent auditors of the 

Corporation and its subsidiaries for 1996.  



3.	To transact such other business as may 

properly come before the meeting or any adjournment or 

postponement thereof.   



Only those shareholders of record at the close of 

business on March 1, 1996 shall be entitled to notice 

of and to vote at the meeting.   





WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING 

IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE 

ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED. IF YOU 

DO ATTEND THE MEETING, YOU MAY WITHDRAW YOUR PROXY AND 

VOTE YOUR SHARES IN PERSON. 

 	

By Order of the Board of Directors

 





James G. Barone, Secretary 





M
arch 15, 1996

<PAGE>

S&T Bancorp, Inc. 

800 Philadelphia Street 

Indiana, Pennsylvania 15701 

ANNUAL MEETING OF SHAREHOLDERS OF 

S&T BANCORP, INC.

 Date to be mailed: March 15, 1996 

PROXY STATEMENT  



This proxy is furnished in connection with the 

solicitation by the Board of Directors of S&T Bancorp, 

Inc. (Corporation) of proxies to be used at the Annual 

Meeting of the Shareholders Monday, April 15, 1996, at 

10:00 a.m. at the Fifth Street Training Center of S&T 

Bank (Bank), 355 North Fifth Street, Indiana, PA, and 

at any adjournment thereto. 



The annual report of the Corporation for the year 

ended December 31, 1995 is being mailed with this 

statement. 





The cost of solicitation of proxies will be borne by 

the Bank. Solicitation is being made by mail, and if 

necessary may be made in person or by telephone, 

telegram or special letter by officers or regular 

employees of the Corporation or the Bank, acting 

without compensation other than regular compensation. 





VOTING - REVOCATION OF PROXIES  



Each Proxy may be revoked at any time prior to its use 

at the meeting by, among other methods, giving written 

notice to James G. Barone, Secretary of the 

Corporation. A subsequently dated Proxy will, if 

presented to the Secretary of the Corporation, revoke 

a prior dated Proxy. Any Shareholder of the 

Corporation may attend the meeting and vote in person 

whether or not he has previously given a Proxy. Where 

a choice is specified in the Proxy, with respect to 

the election of directors, the shares represented by 

the Proxy will be voted in accordance with such 

specification. IF NO SPECIFICATION IS GIVEN, SHARES 

REPRESENTED BY PROXIES WILL BE VOTED FOR PROPOSALS 1, 

2, and 3.  



Holders of record of the Corporation's common stock at

the close of business on March 1, 1996 (Record Date) 

are entitled to notice of and to vote at the meeting. 

At the close of business on the Record Date, there 

were  11,149,283 shares of the Corporation's common 

stock outstanding. Each share of common stock out-

standing on the Record Date is entitled to one vote on 

all matters to come before the meeting and holders do 

not have cumulative voting rights with respect to the 

election of directors.  

<PAGE>


PRINCIPAL BENEFICIAL OWNERS OF COMMON STOCK  



As of January 31, 1996, the Trust Department of the 

B
ank held, in various fiduciary capacities, 1,503,512 

shares of the Corporation's common stock. These 

holdings represent 13.4% of the total outstanding 

shares. The Trust Department has sole voting power for 

923,388 of these shares and no voting power for 

580,124 of these shares. It is the intention of 

management to vote the shares for which it has sole 

voting power FOR the matters to be acted upon. The 

Corporation is not aware of any other person who 

beneficially owns more than five percent of any class 

of securities of the Corporation.



BENEFICIAL OWNERSHIP OF COMMON STOCK BY DIRECTORS AND OFFICERS 



The following table sets forth, as of January 31, 

1996, the amount and percentage of the common stock of 

the Corporation beneficially owned by each director, 

each nominee for director, named Executive Officers of 

the Corporation and directors and Executive Officers 

of the Corporation as a group.


<TABLE>
<CAPTION>

                              Number of Shares
                              of Common Stock     Percentage of
Directors,                   Beneficially Owned(A)  Shares of
Executive Officers		                              Common Stock 
and Nominees*	               Direct	    Indirect	    Owned 
<S>                         <C>          <C>         <C>
R.C. Bachelier	              20,550       18,050	     0.34  

James G. Barone	             20,578	                 	0.18  

Thomas A. Brice	             30,599	      19,899	     0.45  

Forrest L. Brubaker	         43,923		                 0.39  

James L. Carino	             70,725	      19,258	     0.81  

John J. Delaney	             15,420	      19,116	     0.31  

Robert D. Duggan*	           70,548	       6,338	     0.68 

Thomas W. Garges, Jr.	        3,934                   0.03  

William J. Gatti *	          12,109	       1,400	     0.12  

Herbert L. Hanna*	           72,908	      68,000	     1.25  

Paul B. Johnston*	            8,334		                 0.07  

Joseph A. Kirk	              18,203	       1,883	     0.18  

David L. Krieger	            22,625		                 0.21  

Samuel Levy*	                11,567	      57,554	     0.61  

James C. Miller              45,966	       2,498	     0.43  

W. Parker Ruddock	           26,780		                 0.24  

Bruce W. Salome	             20,491		                 0.18  

Charles A. Spadafora*	       19,357	       7,553	     0.24  

Christine J. Toretti	        18,329	      79,924	     0.87  

Harold W. Widdowson	          8,140		                 0.07  

Directors and Executive 
Officers as a group         635,824	     301,835	     8.34 
</TABLE>

(A) Beneficially owned shares include 
nonstatutory stock options vesting within
60 days of Proxy Mailing Date.

<PAGE>

BOARD OF DIRECTORS' FEES 

Non-employee members of the Board of Directors are 

compensated at the rate of $2,500 per year plus $500 

per meeting attended. Directors are paid $150 to $200 

for attendance at Board Committee Meetings. 



In December 1995, each member of the Board of 

Directors who was not an employee of the Corporation 

was granted an option to acquire up to 2,500 shares of 

common stock of the Corporation at an exercise price 

of $26.25.

 

RETIREMENT PLAN 



The S&T Bank Retirement Plan (Retirement Plan) covers 

all eligible employees and provides a monthly 

retirement income for employees and their spouses. 



The following table shows the estimated annual benefit 

payable upon a normal retirement date to persons in 

specified remuneration and years of service 

classifications for the Retirement Plan. This benefit 

is payable in addition to social security and is 

calculated based upon the participant's average annual 

regular earnings for the highest five consecutive 

years in the last ten.  

<TABLE>
<CAPTION>

Average Compensation     Annual Benefit Upon Retirement
for the Highest Five     with Years of Service Indicated
Consecutive Years in 
the Last Ten


	                15	     20       25       30      35  
<S>        <C>     <C>      <C>      <C>     <C>
$30,000	    $ 4,905 $ 6,540	 $ 8,175	 $ 9,810 $11,445 

 55,000	     10,530	 14,040	  17,550	  21,060	 24,570 

100,000	     20,655	 27,540	  34,425	  41,310	 48,195 

150,000	     31,905	 42,540	  53,175	  63,810	 74,445 

200,000	     43,155	 57,540	  71,925	  86,310	100,695 

250,000	     54,405	 72,540	  90,675	 108,810	126,945  
</TABLE>

As of December 31, 1995, years of credited 

service and five year average of covered 

compensation for Executive Officers is as follows:


<TABLE>
<CAPTION>
	                               Years of	         5 Year Average of 
                           	Credited Service	    Covered Compensation  
<S>                               <C>              <C> 
R. D. Duggan (1)	                  15	              $279,630 

J. C. Miller	                      24	               178,208 

D. L. Krieger	                     11	               125,174  

J. G. Barone	                       4	               120,901  

B. W. Salome	                       4	               120,220  
</TABLE>

(1) See also "Agreements with Executive 
Officers" for discussion of additional 
retirement arrangements for Mr. Duggan. 



The Bank also maintains a Profit Sharing/Employee 

Stock Ownership Plan (ESOP) with 401(k) provisions in 

which all employees may participate with elective 

salary deferrals. On December 30, 1988, the ESOP 

acquired 280,000 shares of the Corporation's common 

stock which are being allocated to employee accounts 

over a seven to ten year period. In 1995, the Bank 

made monthly contributions equal to two percent of the 

eligible participants' compensation, a matching 

contribution based upon the employees' 401(k) 

contribution up to two percent of eligible 

compensation and an additional four percent 

contribution at year end based on Bank performance. In 

<PAGE>

1996, the Bank's contributions will be based upon a 

matching contribution up to three percent and a year 

end contribution indexed to earnings per share 

performance. The year end contribution is expected to 

range between 2% and 6%.  



Effective January 1, 1994, federal tax laws lowered 

the amount of annual compensations that may be 

considered in calculating benefits payable from 

qualified retirement plans to $150,000 (subject to 

index adjustments in future years). In addition, 

401(k) contributions by employees are restricted by 

"highly compensated employee" formulas. In order that 

Bank officers not lose benefits they would normally 

have been entitled to receive, non-qualified plans 

were approved to accumulate the benefits which would 

have accrued in the Retirement Plan and Profit Sharing 

/ESOP Plan were it not for the impact of the eligible 

compensation restrictions.  



Other benefits generally provided to all officers and 

full-time employees include a medical reimbursement 

plan, a dental plan, a vision care plan, a long-term 

disability income plan and life insurance. No outside 

director is provided these benefits.



REMUNERATION OF EXECUTIVE OFFICERS 



The following table provides information concerning 

remuneration of the five highest compensated Executive 

Officers during 1995.


<TABLE>
<CAPTION>
	                        Annual Compensation	         Long Term Compensation
			                                         Other
                                       	    Annual     Options  All Other 
Name	             Year	     Salary	Bonus Compensation     SARS  Compensation

	                                              (A)	     (B)	          (C)  
<S>              <C>     <C>         <C>    <C>       <C>           <C>       
R. D. Duggan	     1995	   $340,000    -	     $16,299	  21,000	       $27,200 
Chairman, Chief   1994     317,301    -	      15,688	  18,000	        25,384 
Executive Officer	1993     286,896   	-       15,560   18,000	        18,200  
and Director

J. C. Miller	     1995	    215,000	   -	       9,491	  15,000	        17,200 
Executive Vice	   1994	    200,301   	-	       8,879  	12,000	        16,024 
President and	    1993	    183,934   	-	       8,293	  12,000	        11,600 
Director 

D. L. Krieger 	   1995	    130,000	$20,000	    8,021	  10,000	         9,000 
Vice President	   1994	    118,865	 20,000	    7,337	   6,000	         8,320 
                 	1993	    107,100	 20,000	    7,417	   6,000	         8,255

J. G. Barone	     1995	    127,800	 10,000	    6,762	  10,000	        10,728
Secretary and    	1994	    112,500	 10,000	    6,126	   6,000	         9,800 
Treasurer	        1993	    110,800	 10,000	    6,144	   6,000	         7,540
 
B. W. Salome	     1995	    123,500	 10,000	    8,626	  10,000	        10,794 
Vice President	   1994     116,500	 10,000	    7,708	   6,000	        10,120
                 	1993	    110,000	 10,000	    9,408	   6,000	         7,917
</TABLE>


<PAGE>

NOTES TO COMPENSATION TABLE  



A. Other Annual Compensation includes expense related 

to providing life, disability and health insurance, 

any personal use of company cars and reimbursement of 

any taxes incurred from relocation payments.  



B. The Corporation adopted an Incentive Stock Plan 

(Plan) that was approved by the Board of Directors on 

December 21, 1992 and approved by the shareholders on 

April 19, 1993 and an Amendment and Restatement of  

the Plan was approved by the Board of Directors on 

October 17, 1994 and approved by shareholders on April 

17, 1995. Stock option grants were at $17.25, $19.00 

and $26.25 per share in 1993, 1994 and 1995, 

respectively. Options granted to other Executive 

Officers as a group were 22,000 shares in 1993, 32,000 

shares in 1994 and 36,000 shares in 1995.  



C. Includes contributions by the Bank to the 

401(k)/Thrift Plan and to non-qualified benefit plans 

that were established in order that Executive Officers 

not lose benefits which would normally have accrued in 

qualified plans prior to the change in tax laws on 

January 1, 1994 that lowered the compensation 

calculation base to $150,000 and limitations related 

to highly compensated employees.



AGREEMENTS WITH EXECUTIVE OFFICERS 



In 1985, the Corporation entered into an employment 

agreement with its President and Chief Executive 

Officer, Robert D. Duggan until December 31, 1995, in 

consideration of a base salary of not less than 

$150,000 per year.   In return, Mr. Duggan agreed 

that, for so long as he is receiving any payment under 

this agreement, he will not engage in or have a 

financial interest in any business competing with the 

Corporation.  



The employment agreement entered into by the 

Corporation and Robert D. Duggan also provides that if 

Mr. Duggan's employment is terminated due to 

disability or retirement, he or his spouse shall 

receive annually, for ten years, a supplemental 

disability or supplemental retirement benefit in an 

amount sufficient to provide fifty percent (50%) of 

the average annual base salary he received during the 

last three consecutive years of his active employment 

with the Corporation. On October 17, 1994, the 

employment agreement was amended and restated to 

extend the term until December 31, 1997 and expand the 

annual payout period from 10 years to the actual 

number of whole years Mr. Duggan has been employed by 

the Corporation since December 15, 1980. The 

retirement arrangement of the employment agreement is 

unfunded. 



In December, 1994, the Corporation entered into change 

in control agreements with the five highest 

compensated Executive Officers of the Corporation: 

Mssrs. Duggan, Miller, Salome, Barone and Kreiger. 

Each Agreement provides that if the executive is 

terminated within one year following the occurrence of 

certain "changes in control" of the Corporation or of 

the Bank (as defined in each Agreement) that were not 

preapproved by the Board of Directors of the 

Corporation, or if the executive voluntarily 

terminates his employment with the Corporation under 

certain specified circumstances following a change in 

control, the Executive Officers will be entitled to 

receive a lump-sum cash payment based on the 

executive's salary immediately preceding the change in 

control and to receive certain continuing Corporation 

benefits. In the case of Messrs. Duggan or Miller, the 

lump sum cash payment would equal three times his 

annual base salary immediately preceding the change in 

control; for each of the other Executive Officers, the 

cash payment would equal his annual base salary 

immediately preceding the change in control.  

<PAGE>


Board Compensation Committee Report On Executive Compensation  



Executive compensation decisions are made by the four 

member Compensation and Benefits Committee (Committee) 

of the S&T Bancorp, Inc. Board of Directors (Board). 

Each member of the Committee is a non-employee 

director. All decisions relating to the compensation 

of Executive Officers are reviewed by the Board, 

except for decisions about awards under the Incentive 

Stock Plan, which must be made solely by the Committee 

in order for the grants or awards under such plans to 

satisfy Exchange Act Rule 16b-3. The report set forth 

below is submitted by Messrs. Levy (Chairman), Brice, 

Garges and Ruddock, in their capacity as Committee 

members, addressing the Corporation's compensation 

policies for 1995 as they affected Mr. Duggan, 

Chairman and Chief Executive Officer, and the four 

highest compensated Executive Officers of the 

Corporation in 1995 (collectively "Senior 

Executives"). 



The Committee, in its executive compensation 

decisions, considered overall corporate performance as 

well as individual initiative and achievements. The 

policy of the Committee is to provide competitive 

levels of compensation that integrate pay with the 

Corporation's performance goals, reward above average 

performance and assist the Corporation in attracting 

and retaining qualified executives. Targeted levels of 

compensation are set at levels that the Committee 

believes to be consistent with others in the industry 

that have similar responsibilities, with the Senior 

Executives' actual compensation packages increasingly 

being weighted toward programs contingent upon the 

Corporation's level of long term (three years or 

greater) performance. As a result, the Senior 

Executives' actual compensation levels in any 

particular year may be above or below those of the 

Corporation's competitors, depending on the 

Corporation's performance. The Committee typically 

examines salaries and performance levels of a group of 

twelve to fifteen Pennsylvania peer banks as well as 

the SNL Securities Bank Performance Report and the SNL 

Executive Compensation Review for Commercial Banks.  



The Committee continues to endorse the position that 

stock ownership by management and stock-based 

performance compensation arrangements are beneficial 

in aligning management's and shareholders' interests.  

The Incentive Stock Plan is considered to be an 

important element in designing the compensation 

packages of the Corporation's Senior Executive 

Officers.  



The Committee's general approach in setting the Chief 

Executive Officer's annual compensation is to seek to 

be competitive with compensation paid to other chief 

executive officers, with a similar scope of 

responsibilities, by other companies in the industry 

based upon long term performance. The Committee 

typically compares CEO salary levels and performance 

against the same twelve to fifteen Pennsylvania peer 

banks discussed above. We have also reviewed salary 

information compiled by both regional and national 

benefit consultants for comparison purposes.  



Mr. Duggan's cash compensation for 1995 increased over 

the 1994 level by 7.2 percent. In setting Mr. Duggan's 

compensation, the Committee considered the 

Corporation's current year and long term performance 

against both local competition and a national peer 

group of companies in the same business.  



Particular emphasis was placed upon the Corporation's 

success in meeting its earnings per share, return on 

equity and asset quality goals in 1995 as well as the 

assessment of Mr. Duggan's individual performance. The 

Committee also considered the performance of the 

Corporation's stock during 1995 and Mr. Duggan's role 

in promoting the long term strategic growth of the 

Corporation.  

<PAGE>


In December 1995, the Committee granted Mr. Duggan 

nonstatutory stock options for 21,000 shares of common 

stock with an exercise price equal to the market price 

on the date of the grant.  



These options are exercisable after six months and 

within ten years of the date of the grant. The 

Committee believes that this award together with last 

year's award of 18,000 shares will encourage long term 

performance and promote management retention. In 

addition to the options, Mr. Duggan currently owns 

24,886 shares of the Corporation's stock. This 

significant interest in the Corporation's common stock 

is considered to be beneficial to the common interests 

of shareholders and management.  



Submitted by the Compensation and Benefits Committee 

of the S&T Bancorp, Inc. Board of Directors:  



Samuel Levy (Chairman); Thomas Brice; Thomas Garges; 
Parker Ruddock

<TABLE>
<CAPTION>

Five - Year Cumulative Total Return  
S&T Bancorp, Inc.
S&P 500 Index and KBW 50 Index (A)



Index of Total Returns

             KBW 50       S&P 500        STBA


<S>         <C>           <C>         <C>
90Q4         100.00        100.00      100.00 

91Q1         127.30        114.46      101.54

91Q2         134.26        114.23      104.70

91Q3         155.93        120.30      111.55

91Q4         158.27        130.32      115.19

92Q1         168.68        127.02      125.50

92Q2         178.46        129.44      175.24

92Q3         174.42        133.51      164.79

92Q4         201.68        140.24      191.63

93Q1         216.78        146.36      234.20

93Q2         216.37        147.07      220.43

93Q3         222.72        150.87      251.67

93Q4         212.88        154.37      253.55

94Q1         209.08        148.52      269.54

94Q2         224.80        149.14      268.12

94Q3         220.00        156.43      306.02

94Q4         202.02        156.41      297.67

95Q1         229.07        171.64      292.87

95Q2         261.83        188.02      350.42

95Q3         303.96        202.96      371.52

95Q4         323.56        215.19      456.38
</TABLE>



(A)  The Keefe, Bruyett & Woods, Inc. (KBW) 50 is made up of
fifty of the nation's most important banking companies,
including all money center and most regional banks.

<PAGE>


STOCK OPTION PLAN ANTICIPATED BENEFITS  



The following table is presented to show proposed 

benefits to the CEO and the four most highly 

compensated Executive Officers. The potential 

realizable value is calculated assuming annual 

increases to the total return (market value 

appreciation, plus dividends) of the Corporation's 

common stock of 5% and 10%. 


<TABLE>
<CAPTION>


		                                               Potential Realizable 
	                                                  Value at Assumed 
	                                                Annual Rates of Stock
	                                               Price Appreciation for 
	                                                     Option Term 
	               Options	 % of
	               Granted	Total Exercise	 Expiration	
                	1995	 Granted	 Price	    Date	       5%	        10%  
<S>            <C>      <C>   <C>      <C>        <C>        <C>
R. D. Duggan	   21,000	  13%	  $26.25	  12/18/05	  $346,710	  $878,430 
J.C. Miller	    15,000	   9	    26.25	  12/18/05	   247,650	   627,450  
D. L. Krieger	  10,000	   6	    26.25	  12/18/05	   165,100	   418,300  
J. G. Barone	   10,000	   6	    26.25	  12/18/05	   165,100	   418,300  
B. W. Salome	   10,000	   6	    26.25	  12/18/05	   165,100	   418,300  
</TABLE>



The table below shows information about option

holdings for Executive Officers at year end

on an aggregate basis. 


<TABLE>
<CAPTION>

AGGREGATED OPTIONS/SAR EXERCISED IN LAST FISCAL YEAR  

AND FISCAL YEAR-END OPTIONS/SAR VALUES (A)



		                                        Value of Unexercised
	              Number of Unexercised	        In-The-Money
	             Options/SARs at Fiscal	   Options/SARs at Fiscal
	                  Year-End (B)	             Year-End (B) 
            	Exercisable	Unexercisable	Exercisable	Unexercisable 
<S>           <C>          <C>         <C>           <C>
 R. D. Duggan	 52,000	      21,000      $715,420      $89,250 

J. C. Miller	  30,000	      15,000	      398,220	      63,750 

D. L. Krieger	 16,000	      10,000	      215,980	      42,500 

J. G. Barone	  16,000	      10,000	      215,980	      42,500 

B. W. Salome	  16,000	      10,000	      215,980	      42,500  
</TABLE>



(A): No stock options were exercised in 1995. 



(B): The numbers set forth in these columns

represent nonstatutory stock options. 

There have been no SARs issued pursuant to the Plan. 



TRANSACTIONS WITH MANAGEMENT AND OTHERS 



The Bank has made and expects to make in the future, 

extensions of credit in the ordinary course of 

business to certain directors and officers. These 

loans are made on substantially the same terms, 

including interest rates, collateral and repayment 

terms, as those prevailing at the same time for 

comparable transactions with others. Such loans did 

not involve more than normal risk of collectibility or 

present unfavorable features.  





On October 1, 1986, the Bank entered into an agreement 

to lease, from Director Toretti and her husband as 

trustees under an irrevocable trust, a building and 

land which is used as the Bank's North Fourth Street 

<PAGE>

branch and operations center. The terms of the 

agreement provide for payment of $10,000 per month for 

the first five years and options to renew for four, 

five year terms with rent for each option term to be 

the rent from the previous term, plus five percent. On 

October 1, 1991 the Bank exercised its first option at 

$10,500 per month.  



On August 1, 1992 the Bank entered into an agreement 

to lease from S.W. Jack Drilling Company, controlled 

by Director Toretti, a building used for the S&T Bank 

Trust Department and other executive offices. The 

terms of the agreement provide for monthly payments of 

$6,500 for three years and the option to lease 

additional space on the second floor with additional 

monthly payments of $7,350. The agreement also 

provides S&T Bank with renewal options for four 

additional successive terms of three years each, with 

rent for each renewal option to be the rent from the 

previous term plus five percent. On July 1, 1993, the 

Bank exercised the option for the second floor space 

at the S.W. Jack Building. On August 1, 1995 the bank 

exercised the first renewal option with a new, 

combined monthly rent of $14,543. 



On January 31, 1992 the Bank entered into a limited 

partnership arrangement with RCL Partners, Inc. for 

the construction of thirty apartments in Indiana, 

Pennsylvania targeted for senior citizens. Total 

investment by the Bank was $1,761,766 and entitled the 

Bank to certain tax credits, tax depreciation benefits 

and a share of cash flows under the Internal Revenue 

Service Section 42 program. Director Delaney (and 

affiliated parties) and Director Gatti (and affiliated 

parties) each hold a one third interest in RCL 

Partners, Inc.  



During 1995, the Bank made payments for purchases of 

goods and services from companies owned or controlled 

by Director Donnelly, Director Brice and Director 

Spadafora for $127,898, $123,081 and $66,578, 

respectively.





CERTAIN BUSINESS RELATIONSHIPS 



During 1995, the Bank acquired automobile loans on a 

third party basis from companies owned by Director 

Delaney and from companies owned by Director 

Spadafora. These loans were acquired on substantially 

the same terms as those prevailing at the same time 

for comparable transactions with others.



COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 





Regulations require the disclosure of any related party

transactions with members of the Compensation 

Committee. During 1995, the Bank made payments of 

$123,081 to a company owned by Director Brice for the 

purchase of furniture and other equipment. The Bank 

has made and expects to make in the future, extensions 

of credit in the ordinary course of business to 

members of the Compensation Committee. These loans are 

made on substantially the same terms, including 

interest rates, collateral and repayment terms, as 

those prevailing at the same time for comparable 

transactions with others. Such loans did not involve 

more than normal risk of collectibility or present 

unfavorable features. 

<PAGE>


ELECTION OF DIRECTORS

 
(Proposal 1) 



The bylaws of the Corporation provide that the number 

of directors constituting the Board of Directors shall 

consist of not less than twelve nor more than 

twenty-five. The Articles of Incorporation of the 

Corporation provide for the classification of 

directors into three classes, as nearly equal in 

number as possible, with approximately one third of 

the directors elected annually for three year terms. 

Certain information about the Nominees (Class 3 

Directors), whose terms will expire in 1996, and who 

are presently members of the Board of Directors of the 

Corporation and the Bank, is set forth below:

<TABLE>
<CAPTION>

		                                Principal Occupation	       Director
Name	                Age	          During Past 5 Years	          Since  
<S>                  <C>  <C>                                    <C>
Robert D. Duggan (1)	 63	  Chairman and Chief Executive Officer	  1981
		                         of the Corporation and the Bank 

William J. Gatti	     54   President and Chief Executive Officer 	1993
		                         of Gatti Services, Inc. 

Herbert L. Hanna(1)(2)66   M.D. (Family Practice)	                1986 

Paul B. Johnston	     69	  Doctor of Dental Surgery	              1980 

Samuel Levy (1) (3)	  57	  President, Jefferson Wholesale
                           Grocery	                               1977 

Charles A. Spadafora	 54	 President, Colonial Motor Mart	         1987 
</TABLE>



Certain information about the directors 

whose terms continue (Class 1 and Class 

2 Directors), who are directors of the 

Corporation and the Bank, is set forth 

below:

<TABLE>
<CAPTION>

Class 1 Directors whose terms expire in 1997:

		                                   Principal Occupation	         Director  
Name                     Age          During Past 5 Years            Since  
<S>                     <C>   <C>                                   <C>
R.C. Bachelier (1)(5)	   70	   Retired, Formerly Vice Chairman of	   1983
		                             the Corporation and the Bank 

Forrest L. Brubaker(1)(2)68    Retired, Formerly Chairman of	        1987
		                             the Board of Directors of the Corporation 
		                             and the Bank 

John J. Delaney (2)	     54	   President, Delaney Chevrolet,
                               Buick,Honda	                          1987

W. Parker Ruddock (1) (3)67    Judge of the Court of Common	         1977 
		                             Pleas of Indiana County, Pennsylvania	 

Christine J.Toretti(1)(2)39    President, S.W. Jack Drilling
                               Company and	                          1984
		                             Partner, C&N Company, Gas Drillers and Producers
</TABLE>


<PAGE>

CLASS 2 DIRECTORS WHOSE TERMS EXPIRE IN 1998:

<TABLE>
<CAPTION>

		                               Principal Occupation	           Director  
Name                       Age   During Past 5 Years	             Since  
<S>                        <C>   <C>                             <C>
Thomas A. Brice (1)(2)(3)	  55	   General Manager, Douds, Inc.	   1980
		                                Retail Home Furnishings 

James L. Carino (1)	        63	   President, J.L. Carino Nurseries,
                                  Inc.	                           1987  

Thomas W. Garges, Jr.(1)(3) 56   President and Chief Executive
                     (4)         Officer,	                        1991
		                               Rochester & Pittsburgh Coal Company;
		                               Formerly Executive Vice President,
		                               Elk River Resources  

James C. Miller (1)	        50	  Executive Vice President 	       1993
		                               of the Corporation,
		                               President and Chief Operating Officer
		                               of the Bank 

Harold W. Widdowson	        68	  Retired, Formerly President and 	1980
		                               Treasurer, Widdowson's Jewelers, Inc.  

Joseph A. Kirk	             56	  President, Beaver Meadow         1993 
                                 Creamery, Inc.
</TABLE>


NOTES TO LISTING OF DIRECTORS ON PAGES 12 AND 13 

(1) Members of the Executive Committee of the Bank and 

Corporation. This committee, which is appointed 

annually by the Board of Directors, has authority to 

take action between meetings of the Board of Directors 

with respect to matters which a majority of the 

committee considers necessary to be addressed prior to 

the next meeting of the Board of Directors. This 

committee had five meetings during 1995.  



(2) Members of the Audit Committee of the Bank and 

Corporation. The Audit Committee had four meetings 

during 1995. The committee supervises the internal 

audit activities of the Bank and also supervises and 

directs the activities of the Corporation's 

independent auditors. Another function of the 

committee is to recommend the services of a reputable 

certified public accounting firm to perform the annual 

audit. The committee receives and reviews reports of 

auditors and examiners and presents them to the Board 

of Directors with comments and recommendations.  



(3) Members of the Compensation and Benefits Committee 

of the Bank and Corporation. This committee's function 

is to recommend to the Board of Directors action on 

compensation and benefit changes brought to it by 

management. The committee held two meetings during 

1995. 



(4) Mr. Garges is a director of a company that has a 

class of securities registered under the Securities 

Exchange Act of 1934.  



(5) S&T Bylaws require mandatory director retirement 

at the Annual Meeting following the 70th birthday of 

the director. As such, Director Bachelier will retire 

from the Board at the April Meeting.  The Board 

currently anticipates that it will reduce the size of 

the Board by one member at the April Meeting. 



The Board does not have a nominating committee.  



During 1995, the Board of Directors of the Corporation 

held twelve meetings. All directors attended at least 

75% of the meetings of the board and committees. 

<PAGE>


RELATIONSHIP WITH INDEPENDENT AUDITORS  

(
Proposal 2) 



The Board of Directors considers it desirable that its 

appointment of the firm of Ernst & Young LLP, One 

Oxford Centre, Pittsburgh, Pennsylvania 15219, as 

independent auditors of the Corporation and its 

subsidiaries for the year 1996, be ratified by the 

shareholders.  



Professional services provided to the Corporation and 

the Bank by Ernst & Young LLP for the year 1995 were 

the audit of the financial statements and assistance 

with certain accounting, reporting and tax matters 

relative to the operations of the Corporation and the 

Bank. A representative of Ernst & Young LLP is 

expected to be present at the annual meeting with the 

opportunity to make a statement if he so desires and 

to respond to appropriate questions. 




COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT 



Section 16(a) of the Securities Exchange Act of 1934 

requires the Corporation's directors and Executive 

O
fficers, and persons who own more than ten percent of 

the Corporation's stock, to report to the Securities 

and Exchange Commission ("SEC") certain of their 

transactions with respect to the Corporation's stock. 

The SEC reporting rules require that changes in 

beneficial ownership generally be reported on Form 4 

within ten days of the month in which the change 

occurs, except certain types of changes may be 

reported on a Form 5 within 45 days of the end of the 

year in which the change occurs. During 1995, all 

directors and Executive Officers timely filed all 

changes in beneficial ownership.  



SHAREHOLDERS' PROPOSALS  



Proposals of Shareholders intended to be presented at 

the Annual Meeting to be held in 1997 must be received 

by the Corporation no later than November 13, 1996 for 

inclusion in the proxy statement and form of proxy 

relating to the 1997 meeting.  

<PAGE>


O
THER MATTERS 



As of the date of this proxy statement no matters 

other than those set forth in the Notice of Meeting 

are expected to be presented to shareholders for 

action at this meeting. However, if any further 

business should properly come before the meeting, it 

is the intention of the persons named in the 

accompanying proxy to vote on such business in 

accordance with their best judgment. 



By Order of the Board of Directors 



James G. Barone, Secretary 



UPON WRITTEN REQUEST TO THE SECRETARY OF THE 

CORPORATION AT S&T BANCORP, INC., 800 PHILADELPHIA 

STREET, INDIANA, PENNSYLVANIA 15701, BY ANY 

SHAREHOLDER WHOSE PROXY IS SOLICITED HEREBY, THE 

CORPORATION WILL FURNISH A COPY OF ITS 1995 ANNUAL 

REPORT ON FORM 10-K TO THE SECURITIES AND EXCHANGE 

COMMISSION, TOGETHER WITH FINANCIAL STATEMENTS AND 

SCHEDULES THERETO, WITHOUT CHARGE TO THE SHAREHOLDER 

REQUESTING SAME. 





March 15, 1996

<PAGE>

PROXY

S&T BANCORP, INC.

800 Philadelphia Street

Indiana, PA  15701



THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS



The undersigned appoint Ruth B. Wells, James B. George and
Delbert M. Baker or either of them with full power of
substitution, and hereby authorizes them to represent and to
vote as designated below, all the shares of common stock of S&T
Bancorp, Inc. held on record by the undersigned on March 1,
1996, at the annual meeting of shareholders to be held at 10:00
AM on Monday, April 15, 1996, at the Fifth Street Training
Center of S&T Bank, 355 North Fifth Street, Indiana, PA  or any
adjournment thereof.



1. ELECTION OF SIX DIRECTORS FOR A THREE-YEAR TERM:



	   FOR	             WITHHOLD

all nominees listed  AUTHORITY 	

above (except	    to vote for all

as marked to 	    nominees listed

the contrary)	        above

	    [ ]	              [ ] 



Robert D. Duggan, William J. Gatti, Herbert L. Hanna, Paul B.
Johnston, Samuel Levy, Charles A. Spadafora

(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name on the space provided below.)



2. Proposal to rally the appointment of Ernst & Young LLP as the
independent auditors for the Corporation and its subsidiaries
for 1996.



	FOR	AGAINST	ABSTAIN

	[ ]	  [ ]	   [ ]



3. In their discretion, the Proxies are authorized to vote upon
such other business as may property come before the meeting.





THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.  IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.



Please sign exactly as name appears to left.  When shares are
held by joint tenants, both should sign.  When signing as
attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full
corporate name by president or other authorized officer.  If a
partnership, please sign in partnership name by authorized
person.

<PAGE>